Terms & Conditions of Trade

Definitions

"Adjustment Note" has the meaning given in Section29-75 of the A New Tax System (Goods and Services
Tax) Act 1999 (Cth).
"Australian Consumer Law" means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
"Company" means Exquira Pty Ltd (ACN 117 240 687).
"Customer" means the party placing the Order with or purchasing Products from the Company.
"GST" means:
(a) The same as in the GST Law
(b) Any other goods and services tax, or any tax applying to this transaction in a similar way; and
(c) Any additional tax, penalty tax, fine, interest or other charge under a law for such a tax
"GST Law" means the same as in a New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Order" means an offer by a Customer to purchase Products from the Company.
"PPS Act" means the Personal Property Securities Act 2009 (Cth) and its associated Regulations as varied
from time to time.
"PPSR" refers to the Personal Property Securities Register established under the PPS Act.
"Products" means infant and children's products of all kinds, and includes any other product or service
ordered by the Customer from the Company or supplied by the Company on the Order of the Customer.
"Ts&Cs" means these Terms & Conditions of Trade as varied and applicable from time to time.
"Writing" includes quotes, letters, fax, email and other similar electronic communication methods.

1 Sale Terms

1.1 The Ts&Cs apply to all supplies by the Company to the Customer including all Orders or other sales
and will prevail over all prior conditions previously agreed between the parties or which the
Customer puts forward at any time without the Company's express written agreement.

1.2 The Ts&Cs may be amended from time to time by the Company without prior notice. Publication of
the amended Ts&Cs on the website of the Company shall be deemed to amend the Ts&Cs and be
notice of that amendment and the amended Ts&Cs shall apply to any Order or part of an Order from
the time of amendment. The Company may, but shall not otherwise be required or responsible to
notify the Customer of the existence or content of any amendments to the Ts&Cs.


2 Order and Acceptance

2.1 Any Order submitted to the Company by a Customer shall be deemed to be made pursuant to the
terms of the Ts&Cs. Any Order placed or made by the Customer for the purchase of the Products
shall be an irrevocable offer under those terms.

2.2 The Company may accept any Order in whole or in part by providing confirmation of the Order.
Acceptance may be oral, by conduct or in writing at the Company's discretion. Accepted Orders may
not be varied or cancelled by the Customer without the Company's written consent and (subject to
the conditions set out herein) there is no right of return.

3 Price

3.1 The price of the Products shall be as agreed between the parties and where there is no written
confirmation of the price, the price shall be the amount indicated in the standard pricelist as
indicated on Tax Invoices provided by the Company to the Customer regarding Products ordered.

3.2 The Company may charge in addition to the price of the Products an amount for delivery, freight,
demurrage and handling at rates dependent on distance and volume of Products supplied. The rates
to be applied will be the Company's usual rates for matters or services of that kind or if there are no
such usual rates then reasonable rates. The Company's usual rates are subject to change from time
to time.

3.3 The Company may either delay fulfillment of Orders below $250 inclusive of GST until further Orders
are received that have a total value of $250 inclusive of GST, or the Company may fulfill the Order
and charge a minimum amount of $16.50 inclusive of GST for delivery.

3.4 The Company may charge in addition to the price of the Products an amount for urgent deliveries or
drop shipments.

3.5 If the Company's cost of supplying the Products increases by more than 10% due to any change in the
rate or amount of any GST or other taxes, currency fluctuations, duties, or freight and transport
charges which may be applicable, the Company may upon written notice to the Customer at any time
before delivery increase the price of the Products to compensate for the entire increased cost.

3.6 Any discount or rebate will only apply if the Customer and the Company agree in writing.

4 Credit granting and payment

4.1 The Company may accept an Order and allow credit for part or all of its value or may accept an Order
and require pre-payment as a condition of delivery.

4.2 Credit approval once granted may be withdrawn at any time. Where credit approval has not been
granted, or is withdrawn, payment for all Products supplied is required before delivery (cash or
cleared funds). Where credit has been approved for the Customer, all Tax Invoices issued by the
Company are due and payable by the date for payment agreed in writing by the Customer and the
Company, but if no agreement in writing is made, then thirty (30) days from the date of the Tax
Invoice provided by the Company to the Customer regarding Products ordered.

5 Credit Policy and Default

5.1 In the event that the Customer fails to make any payment payable pursuant to the Ts&Cs within the
payment terms or breaches any of the warranties, obligations or agreements, the Customer shall be
in default.

5.2 The Company may charge interest on all amounts not paid by the Customer within the term for
payment at a rate of 1.5% per calendar month calculated from the due date and accruing monthly
therefrom until the date of payment.

5.3 If the Customer is in default the Customer must reimburse and indemnify the Company from and
against all expenses, costs and disbursements incurred by the Company in pursuing the debt
including all reasonably charged legal costs on a "solicitor and own client" basis and the fees charged
to the Company by any mercantile agency. If the Customer fails to pay any amount by the due date,
the Company may at its sole discretion:
(a) cancel any provision of credit to the Customer;
(b) reverse any rebates or discounts allowed;
(c) change credit payment terms including require cash pre-payment for any further Products
ordered;
(d) provide to a credit reporting agency details of the payment default;
(e) commence legal proceedings against the Customer (and any guarantors) for all outstanding
amounts, interest and costs;
(f) decline to supply Products to the Customer and terminate this and any other agreement with
the Customer; and;
(g) exercise any other rights at law including pursuant to the PPS Act.

5.4 A certificate of debt signed by a representative of the Company shall be prima facie evidence and
proof of money owing by the Customer to the Company at the time of the certificate

6 GST

6.1 Words used in this clause that are defined or used in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth) have the same meaning as in that Act unless the context indicates otherwise.

6.2 Unless expressly included, the consideration for any supply under or in connection with this
agreement does not include GST.

6.3 To the extent that any supply made under or in connection with this agreement is a taxable supply
(other than any supply made under another agreement that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration provided under this agreement for that
supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that
consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in
respect of the supply. The recipient must pay the additional amount at the same time as the
consideration to which it is referable.

6.4 Whenever an adjustment event occurs in relation to any taxable supply to which clause 6.3 applies:
(a) The supplier must determine the amount of the GST component of the consideration payable;
and
(b) If the GST component of that consideration differs from the amount previously paid, the
amount of the difference must be paid by, refunded to or credited to the recipient, as
applicable; and
(c) The supplier will issue an Adjustment Note to the recipient

6.5 If either party is entitled under this agreement to be reimbursed or indemnified by the other party
for a cost or expense incurred in connection with this agreement, the reimbursement or indemnity
payment must not include any GST component of the cost or expense to the extent that the cost or
expense is the consideration for a creditable acquisition made by the party being reimbursed or
indemnified, or by its representative member.

6.6 If GST is payable on any taxable supply made by one party (Supplier) to another (Recipient) under
this agreement, then the Recipient will not be required to pay any amount to the Supplier in respect
of that taxable supply unless it has first received a tax invoice from the Supplier.

7 Delivery

7.1 Delivery of the Products shall be deemed to have taken place when:
(a) the Customer takes possession of the Products at the Company's address if the Products are
collected; or
(b) the Products are delivered at the Customer's nominated address (in the event that the
Products are delivered by the Company or the Company's nominated carrier); or
(c) the Customer's nominated carrier takes possession of the Products in which event the carrier
shall be deemed to be the Customer's agent.

7.2 The Company's nominated address shall be the address specified in the Commercial Account
Application Form or otherwise notified in writing by the Company.

7.3 Delivery of Products may not be refused by the Customer after an Order has been accepted by the
Company. Where prices are stated as inclusive of delivery, delivery is to the delivery point accepted
by the Company.

7.4 The Customer shall make all arrangements necessary to accept delivery of the Products whenever
they are tendered for delivery.

7.5 Delivery of Products to a third party or place nominated in any way by the Customer is deemed to be
delivery to the Customer pursuant to these Ts&Cs.

7.6 The Company shall not be liable for any loss or damage or expense arising from failure by the
Company to deliver the Products at a specified time, promptly or at all and the failure of the
Company to deliver at a specific time or at all shall not entitle either party to treat this contract as
repudiated.

8 Credit Card recovery of costs

8.1 A service fee sufficient to cover the Company's administration and banking cost may be added to the
price where payment by the Customer is made by way of a credit card.

9 Passing of Risk

9.1 The risk (but not title) in respect of Products sold passes to the Customer immediately upon delivery
to the customer, the Customer's agent or courier as the case may be.

10 Retention of Title to the Products Pending Payment

10.1 Legal and beneficial ownership of the Products shall remain with the Company and shall not pass to
the Customer until the Company has received in full (cash or cleared funds) all sums due to it in
respect of the Products and all other sums which are or which become due to the Company from
the Customer on any credit account with the Company or pursuant to these Ts&Cs.

10.2 Until ownership of the Products has passed to the Customer, the Customer shall keep the Products
in question as fiduciary agent and bailee for and on behalf of the Company.

11 PPS Act

11.1 Words in italic shall have the meaning and definitions set out in the PPS Act.

11.2 The Customer acknowledges that by virtue of these Ts&Cs the Company has a security interest in
the Products and their proceeds for the purposes of the PPS Act.

11.3 The Customer acknowledges that the Company may do anything it considers necessary, including
but not limited to registering on the PPSR any security interest in the Products which the Company
has and including registration as a purchase money security interest (PMSI) in order to perfect the
Company's security interest as a first priority interest under the PPS Act. The Customer agrees to
do all things including signing any document which the Company reasonably requires to assist the
Company to undertake the matters set out above.

11.4 The Customer waives pursuant to section 157(3)(b) of the PPS Act the right to receive notice of a
financing statement, financing change statement or a verification statement in relation to any
registration on the PPSR.

11.5 The Customer and the Company agree that, pursuant to section 115 of the PPS Act, that the
following provisions in the PPS Act are contracted out of insofar as they require the Company to
give any notice or statement or allow any period of time or grant any opportunity to remedy to the
Customer:
(a) sections 95 (removal of accession), 96 (retention of accession;
(b) section 125 (disposal or retention of collateral);
(c) section 129 (disposal by purchase);
(d) section 130 (notice of disposal), to the extent that it requires the secured party to give a
notice to the grantor before disposal;
(e) subsection 132(4) (statement of account if no disposal);
(f) section 135 (notice of retention);
(g) section 142 (redemption of collateral);
(h) section 143 (reinstatement of security agreement).
11.6 Solely to preserve their confidentiality, to the extent allowed under section 275 of the PPS Act, the
Customer and Company agree that neither will disclose information if requested by a third party
under section 275(1).

11.7 The Customer agrees that any rights of the Company under this document are in addition to and
not in substitution for its rights under the PPS Act.

11.8 The Customer must not without the Company's consent specify an order of application of
payments made to the Company different to that set out in section 14 of the PPS Act or different
to any other order specified by the Company at any time.

11.9 The Customer undertakes to give the Company not less than 14 days prior notice of any proposed
change in the Customer's name or any other change in the Customer's details (including, but not
limited to, changes in its address, phone or facsimile number and trading name).

12 Claims and Returns

12.1 Refunds or returns will only be given to the extent there is a non-excludable right to return or
refund under the Australian Consumer Law or the Sale of Goods Act NSW or other applicable
legislation.

12.2 The Customer will inspect and check all Products received and within 7 days of receipt notify the
Company in writing of any shortage in quantity, defect, incorrect specification, damage or Products
not in accordance with the Customer's Order. The Customer is responsible for checking that
Products correspond with those Ordered prior to use. After use or expiry of the time stated herein
the Product shall be deemed to be free from any defect or damage at delivery.

12.3 The Customer agrees that it will not return any of the Products without first informing the Company
so that a Returns Authorisation ("RA") number may be issued by the Company for valid returns. The
RA is valid for 30 days. Returned Products must be unmarked, in a saleable condition and must
include the original packaging, accessories, delivery document and Tax Invoice.

12.4 No credit or replacement will be given unless and until Products so returned have been verified as
being valid for return or are defective and are returned with a valid RA number. The Company
reserves the right to recover its costs where the returned Products prove not to be valid for return
or are not defective. Returned Products must be returned to the Company at the address notified
by the Company.

12.5 All freight, handling and other charges in relation to returning Products (other than Products
defective or not ordered) are the responsibility of the Customer.

13 Product Information, Photos and Images

13.1 The Product range on the Company website may vary from printed catalogues. Product
information, photos and images may differ from the actual Products. Photos and images on the
website and in printed material are for general illustration purposes only.
14 Products under Licence

14.1 The Customer acknowledges that the Company has and may in future have a licence to market and
sell exclusive international Products ("Brand Products") under agreements that require the
Company sell those products and appoint distributors for them on particular terms.

14.2 The Customer agrees to accept and adhere to the terms which the Company notifies to it from
time to time are required in respect of Brand Products.

15 Intellectual Property

15.1 The supply of Products to the Customer does not grant the Customer any intellectual property
rights in or related to the Products or the Company's or any supplier's trade-marks, all of which
remain the exclusive property of the Company or the supplier.

16 Disputed Charges

16.1 If the Customer objects to any invoiced item or amount, the Customer may withhold payment of
the disputed amount, but only if on or before payment or the due date for payment (whichever
occurs first), the undisputed amount of the Tax Invoice is paid in full and notice in writing of the
dispute is given to the Company, setting out the details of the amount disputed, the reasons for the
dispute, and the basis for calculating the disputed amount.

16.2 The Company will investigate all disputes. If the amount is found to be payable (in whole or in part)
then the Customer must pay the due amount within 7 days of receiving notice and the basis of the
decision.

16.3 Invoiced amounts that are not objected to in writing within 30 days of the due date will be deemed
to be correctly charged and accepted by the Customer and the customer waives all claims against
the Tax Invoice.

17 Recovery

17.1 Notwithstanding any other provision to the contrary, if any amount is not paid by the Customer
within the terms for payment, or if the Customer is subject to an insolvency event (including
administration, liquidation or receivership) then until all amounts owed by the Customer to the
Company are fully paid the Company may:
(a) retake possession of the Products; and
(b) keep or resell any of the Products repossessed.
17.2 The Customer hereby grants full leave and irrevocable license without any liability to the Company
and any person authorised by the Company to enter any premises by any means where the
Products may for the time being be placed or stored for the purpose of retaking possession of the
Products.

18 Warranties, Disclaimer and Limitation of Liability

18.1 The Customer warrants that the Customer acquires Products under this agreement only for the
purpose of display or re-supply.

18.2 Subject to clause 18.4 and except as expressly provided in these Ts&Cs or as set out in the
Company's acceptance, and to the extent permitted by law, no guarantee, warranty, condition,
undertaking or term, express or implied, statutory or otherwise, as to the condition, quality,
performance, aesthetic appearance, merchantability or fitness for purpose of any Products
provided pursuant to these Ts&Cs is given or assumed by the Company and all such guarantees,
conditions, warranties and liabilities (including liability as to negligence) express or implied relating
to such Products are hereby excluded.

18.3 Products must be assembled and/or used in accordance with the instructions provided by the
Company or any warranty otherwise provided or available is voided to the extent permissible under
the law.

18.4 The Company acknowledges that certain legislation in Australia, including the Australian Consumer
Law, provides guarantees and rights which cannot be excluded, restricted or modified or which may
in certain cases only be modified or restricted to a limited extent. Nothing in these terms and
conditions excludes, restricts or modifies, or is intended to exclude, restrict or modify, any
guarantee, condition, warranty, right or liability implied by law (including any guarantee, condition,
right or liability imposed under the Australian Consumer Law) to the extent it cannot lawfully be
excluded, restricted or modified.

18.5 To the full extent permitted by law, the liability of the Company, including liability for any
consequential loss which the Customer or any other entity or person may sustain or incur, will be
limited, at the Company's option, to:
i. if the breach relates to supply of goods:
a) the provision of a refund;
b) replacement of the goods;
c) repair of the goods; or
d) the payment to the Customer of the reasonable cost of having the goods repaired or
replaced.
ii. if the breach relates to services:
a) the provision of a refund; or
b) re-supply of the services; or
c) the payment to the Customer of the reasonable cost of having the services re-supplied.

18.6 The Customer acknowledges and agrees that in entering into an agreement the subject of the
Ts&Cs it has not relied in any way on the Company's representations and that it has satisfied itself
as to the suitability of the Products for the Customer's purposes.

18.7 Subject to clause 18.4, and to the full extent permitted by law the Company will not be liable to the
Customer for any loss or damage including loss of profits or any other indirect or consequential loss
or damage, arising directly or indirectly, and whether or not as a result of negligence, in any way in
respect of anything done or supplied under these Ts&Cs including:
(a) the supply to or use by the Customer of any Product; or
(b) delayed or non-delivery of the Products for any reason including but not limited to loss,
damage, theft of the Products whilst in transit; or
(c) any breach by the Company of its obligations under this agreement.

19 Currency

19.1 Payments must be made in Australian dollars. Payments remitted in foreign currency must include
all related bank charges and currency conversion costs both on the payment and receiving end.

20 Export of Products

20.1 The Customer shall not export the Products outside Australia except with the written approval from
the Company

21 Set-off and assignment

21.1 The Customer shall not be entitled to set off against or deduct from the price of Products sold any
sums owed or claimed to be owed to the Customer by the Company.

21.2 The Customer may not assign or subcontract any contract for the purchase of Products or its rights
or obligations under an agreement the subject of the Ts&Cs.

22 Force Majeure

22.1 The Company will have no liability to the Customer in relation to any loss, damage or expense
caused by the Company's failure to complete an Order or delivery or contract as a result of fire,
flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lock-out, war or the inability
of the Company's suppliers to supply necessary products or any other matter beyond the
Company's control.

23 Privacy consent

23.1 The Company may give information to third parties about the Customer, its guarantors, directors or
proprietors for the following purposes:

(a) to obtain a consumer credit report about the Customer, its guarantors, directors or
proprietors;

(b) to allow the credit reporting agency to create or maintain a credit information file containing
information about the Customer, its guarantors, directors or proprietors;

(c) for registration on the PPSR or other public records or registers; and

(d) to obtain commercial credit information about the Customer, its guarantors, directors or
proprietors from a credit reporting agency.

24 Waiver of terms of agreement

24.1 The failure or indulgences by the Company to exercise, or delay in exercising, any right, power or
privilege available to it under an agreement the subject of the Ts&Cs will not operate as a waiver
thereof or preclude any other or further exercise thereof or the exercise of any right or power and
the Company shall be entitled to require strict compliance at all times.

25 Proper Law

25.1 An agreement the subject of the Ts&Cs is governed by and will be construed in accordance with the
laws of the State of New South Wales, Australia.

25.2 The parties agree to submit to the non-exclusive jurisdiction of the Courts of the State of NSW. If
the Local Court has jurisdiction the parties consent to the non-exclusive jurisdiction of the Local
Court closest to the Company's place of business.

25.3 An agreement formed pursuant to the Ts&Cs shall be deemed to have been entered into at the
Company's place of business.

26 General provisions

26.1 This document represents the entire agreement between the parties and no agreement or
understanding varying or extending the terms of these Ts&Cs shall be legally binding upon either
party unless in writing and signed by both parties or allowed by these Ts&Cs.

26.2 The Company may serve any notice or Court document on the Customer by hand or by forwarding
it by post to the address of the Customer last known to the Company, or where a fax number or an
email address has been supplied by the Customer, by sending it to that number or address. Such
notices shall be deemed to be given:
(a) where delivered by hand, on the day of delivery;
(b) where sent by post, two (2) business days after the day of posting; and
(c) where sent by facsimile or email on the day of dispatch, provided that a clear transmission
report is obtained.

26.3 If any term of an agreement the subject of the Ts&Cs shall be invalid, void, illegal or unenforceable,
it shall be severed from the agreement and the remaining provisions shall not be affected,
prejudiced or impaired by such severance.

26.4 The Company may assign or licence or subcontract all or any parts of its rights and obligations
hereunder without the Customer's agreement or consent.

26.5 In the event that the Customer sells or otherwise disposes of its business (or any part thereof), the
Customer shall be responsible to immediately notify the Company in writing of such sale to enable
the account to be closed. If the Customer fails to so notify then the Customer shall be jointly and
severally liable with the third party acquiring the business (or part thereof) to the Company for the
payment of Products subsequently sold to the third party on the Customer's account before the
Company received such notice as if the Customer had ordered the Products itself.

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