COMMERCIAL CREDIT TRADING TERMS AND CONDITIONS

AGREED TRADING TERMS – 30 DAY ACCOUNT

A reference to “the Supplier” means AAF Australia (ABN: 98 608 003 194). Please read the following terms carefully. If you do not understand these terms of trade you should seek legal advice. These Terms constitute the entire agreement… supersede all prior representations…

1. CREDIT TERMS

Payment is due 30 days from date of statement (i.e., by the last working day of the month following the monthly statement).

2. ACCOUNT KEEPING FEE & INTEREST ON OVERDUE AMOUNTS

At the Supplier’s reasonable discretion, interest may be charged on overdue amounts at a rate not exceeding the Reserve Bank of Australia cash rate plus 8% per annum, calculated daily and compounding monthly and not exceeding the maximum rate permitted by law.

Such interest represents a reasonable estimate of the Supplier’s costs of funding, administration and credit risk and is not a penalty.

Interest will only apply to amounts not genuinely disputed in good faith.

3. COSTS & INDEMNITIES

To the extent permitted by law, the Customer indemnifies the Supplier against reasonably foreseeable loss, damage, cost or liability suffered by the Supplier to the extent caused by:

(a) a breach of these Terms by the Customer; or

(b) a negligent, unlawful or wilful act or omission of the Customer,

but only to the extent that such loss was reasonably foreseeable and not caused or contributed to by the Supplier.

This indemnity does not apply to indirect or consequential loss.

3A. FORCE MAJEURE

Neither party is liable for failure or delay in performing obligations (other than payment obligations) due to events beyond its reasonable control. AAF Australia | Phone: (02) 9725 5443 | Email: info@aafaus.com | www.aafaustralia.com.au | Unit 2 / 1 Dupas St, Smithfield NSW 2164 | ABN 98 608 003 194

The affected party must:

(a) promptly notify the other party; and

(b) use reasonable efforts to mitigate the effects.

If the event continues for more than 30 days, either party may suspend or terminate affected orders by written notice without liability, except for amounts accrued prior to termination.

4. WITHDRAWAL OR SUSPENSION OF CREDIT

The Supplier may suspend or withdraw credit, or stop supply, where reasonably necessary to protect its legitimate commercial interests, including where there is a risk of non-payment, breach, or insolvency. Where reasonably practicable, the Supplier will provide prior notice unless immediate action is required.

This includes right to terminate for:

(i). breach

(ii). insolvency

(iii). non-payment

Consequences:

(1). all amounts become immediately due

4 A. Insolvency Trigger Clause

If the Customer becomes insolvent, enters administration/liquidation, or is unable to pay debts when due, all amounts become immediately payable and the Supplier may enforce its security.

4 B. Dispute resolution clause

Parties must attempt to resolve disputes in good faith before commencing legal proceedings. Parties must first attempt to resolve disputes in good faith negotiations for at least 14 days before commencing proceedings, except where urgent relief is required.

4 C. Set-off clause

The Customer must pay all amounts due without deduction or set-off, except to the extent that:

(a) the amount is the subject of a genuine dispute notified in good faith; or

5. APPLICATION OF THESE TERMS

These Terms apply to all transactions where the Customer is supplied goods and/or services on credit by the Supplier.

If any future contract between the parties is inconsistent with these Terms, these Terms prevail unless the subsequent contract expressly varies these Terms in writing.

6. CHANGES TO CUSTOMER DETAILS

The Customer must promptly notify the Supplier in writing of any change in ownership, control, directors, trustees, ABN/ACN, or business structure.

Until a new commercial credit application is signed and accepted by the Supplier, the original application (and any guarantees) continue to apply.

7. AMENDMENTS

The Supplier may amend these Terms by written notice to the Customer. Notice may be given by email or post to the last notified address.

Amendments take effect from the effective date specified in the notice. Amendments apply to future transactions after notice, not retrospectively.

The Supplier may action where reasonably necessary to protect its legitimate commercial interests and acting in good faith. The Customer may terminate its account without penalty before the effective date of the variation.

Any amendment must be reasonably necessary to protect the Supplier’s legitimate commercial interests, and the Supplier must provide at least 14 days’ prior notice.

If an amendment has a material adverse effect on the Customer, the Customer may terminate the account without penalty before the amendment takes effect.

Amendments will not apply to orders already accepted or contracts already formed unless agreed in writing.

8. ASSIGNMENT

The Supplier may assign or novate its rights or obligations (including any guarantees or securities) under these Terms to any successor, transferee or assignee without affecting the Customer’s obligations in accordance with Part IIIA of the Privacy Act relating to credit reporting.

Title to goods does not pass to the Customer until all invoices are paid in full in cleared funds. Risk passes on delivery.

Until title passes, the Customer must store the goods separately and clearly identify them as the Supplier’s property.

These Terms create a security interest in the goods and their proceeds under the Personal Property Securities Act 2009 (Cth) (PPSA). The Customer grants the Supplier a purchase money security interest (PMSI) in the goods and their proceeds to secure all amounts owing.

The Customer consents to the Supplier registering its security interest(s) on the Personal Property Securities Register (PPSR), and agrees to do all things reasonably required to enable registration, perfection and enforcement.

To the extent permitted by law, the Customer waives the right to receive any notice under the PPSA (including under s 157) unless the notice is mandatory and cannot be excluded.

9A. RIGHTS PRIOR TO PAYMENT

Until title to the goods passes to the Customer:

(a) the Customer holds the goods as bailee and fiduciary agent for the Supplier;

(b) the Customer must not sell, transfer, lease, dispose of or otherwise part with possession of the goods except in the ordinary course of business and on arm’s length commercial terms;

(c) if the Customer sells the goods before title passes, the proceeds of sale must be held on trust for the Supplier and kept separate from other funds to the extent practicable, kept in a separate identifiable account.

9B. RIGHT OF ENTRY AND REPOSSESSION

If the Customer is in default of any obligation (including payment), the Supplier may, without notice:

(a) enter any premises where the goods are located, subject to applicable law, and where required, with reasonable notice or lawful authority;

(b) take possession of and remove the goods; and

The Customer irrevocably grants the Supplier a licence to enter premises for this purpose, using reasonable means and in compliance with applicable law, and without causing unnecessary AAF Australia | Phone: (02) 9725 5443 | Email: info@aafaus.com | www.aafaustralia.com.au | Unit 2 / 1 Dupas St, Smithfield NSW 2164 | ABN 98 608 003 194

damage. The Supplier must comply with all applicable laws when exercising rights of entry, including obtaining any required consents or court orders where necessary.

9C. MIXED OR TRANSFORMED GOODS

Where the goods are mixed, processed or incorporated into other goods:

(a) the Supplier’s security interest continues in the resulting product; and

(b) the Customer grants the Supplier a security interest in the new goods and their proceeds.

9D. INSURANCE AND RISK

The Customer must insure the goods for their full replacement value and note the Supplier’s interest where reasonably required.

9E. PPSR REGISTRATION – HVAC / FILTRATION SPECIFIC TERMS

(a) PMSI PRIORITY

The Supplier’s security interest in goods supplied (including filters, housings, duct components, and related equipment) is a purchase money security interest (PMSI) to the extent permitted by the PPSA.

The PMSI is intended to have priority over all other security interests in the goods and their proceeds.

(b) CONTINUOUS SECURITY INTEREST

The security interest granted to the Supplier is a continuing security interest and applies to:

(i) all goods supplied now or in the future;

(ii) all replacement goods; and

(iii) all proceeds (including monetary proceeds and accounts receivable arising from installation or resale).

The Supplier must exercise its rights under this clause in a lawful manner and, where practicable, upon reasonable notice to the occupier of the premises.

(c) IDENTIFIABLE AND INSTALLED GOODS

(i) the security interest continues in the goods to the maximum extent permitted by law;

(ii) if the goods become fixtures, the Customer acknowledges the Supplier may register a security interest against the relevant real property title where permitted; and

(iii) the Customer must not permit any act that would prevent the Supplier from preserving or enforcing its security interest.

(iv). Removal of goods must be carried out in a manner that does not cause material damage to the property, except where unavoidable to the extent removal is lawful and does not contravene third-party rights.

(d) ACCESS TO INSTALLED GOODS

The Customer must:

(i) notify the Supplier of the location of installed goods on request; and

(ii) procure for the Supplier rights of access (including from third-party property owners or head contractors) to inspect, maintain, or repossess goods where the Customer is in default.

(e) PRIORITY OVER PROCEEDS AND CONTRACTS

Where the Customer incorporates supplied goods into works or on-sells them as part of HVAC projects or maintenance contracts:

(i) the Supplier’s security interest extends to all progress payments, receivables and proceeds arising from those works;

(ii) the Customer must not assign or encumber those proceeds in priority to the Supplier.

(f) CUSTOMER OBLIGATIONS

The Customer must:

(i) provide all information and execute all documents reasonably required for PPSR registration, amendment or enforcement;

(ii) not grant any competing security interest in the goods without prior written consent;

(iii) keep the goods free from any security interest other than that of the Supplier;

(iv) immediately notify the Supplier of any insolvency event, change of control, or material contract affecting the goods. AAF Australia | Phone: (02) 9725 5443 | Email: info@aafaus.com | www.aafaustralia.com.au | Unit 2 / 1 Dupas St, Smithfield NSW 2164 | ABN 98 608 003 194

(v). The Customer must not knowingly grant a security interest over the goods that would prejudice the Supplier’s PMSI priority.

(vi). The Customer appoints the Supplier as irrevocable attorney, limited to doing acts reasonably necessary to perfect, register or enforce the Supplier’s security interests where the Customer has failed to do so, or to do anything necessary to enforce its rights under these Terms, including registering or enforcing security interests.

(g) WAIVER OF PPSA RIGHTS

To the maximum extent permitted by law, the Customer waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 157 of the PPSA. Failure or delay to exercise a right does not constitute a waiver.

(h) VERIFICATION STATEMENT

The Customer waives any right to receive a verification statement in respect of any registration on the PPSR where permitted by the PPSA.

(i) COSTS

The Customer must reimburse the Supplier for all costs associated with registering, maintaining, enforcing or discharging any security interest under the PPSA.

9F. LANDOWNER AND HEAD CONTRACTOR ACKNOWLEDGEMENT

Where goods are supplied for installation at premises not owned by the Customer, the Customer must procure from the landowner or head contractor an acknowledgement of the Supplier’s security interest and right of access where reasonably required.

10. SECURITY – CHARGE OVER PROPERTY

The Customer charges in favour of the Supplier its interest in real property to the extent reasonably necessary to secure amounts that are overdue and unpaid under these Terms and the amount is not trivial having regard to the costs of registration. The Supplier will not register or enforce the charge where the amount in dispute is subject to a genuine dispute.

The Supplier may lodge a caveat only where the Customer is in default and the Supplier reasonably believes the debt is due and payable.

The Supplier must promptly withdraw any caveat where the debt is satisfied or is genuinely disputed.

Deliveries are during normal working hours unless otherwise agreed. Additional charges for out‑of‑hours deliveries are payable by the Customer.

If the Customer or its agent is not present at the delivery location, delivery will be deemed to have occurred when the goods are left at that location, and any delivery documentation, carrier records or photographic evidence will be prima facie evidence of delivery in the absence of manifest error and subject to any contrary evidence.

Dates for delivery are estimates only and subject to events beyond the Supplier’s reasonable control. Delay does not constitute a breach and extends time for performance.

Where goods are delivered for installation at a third-party site, delivery is deemed complete and risk passes whether or not the goods are immediately installed. The Supplier may subcontract any part of supply without consent.

The Supplier may deliver goods in instalments, and each instalment constitutes a separate contract.

12. SERVICE OF DOCUMENTS

Documents may be served by prepaid post or by email to the last notified postal or email address. Postal service is deemed effective 2 working days after posting. Email service is deemed when the communication becomes capable of being retrieved by the recipient at the designated email address.

13. TELEPHONE & ONLINE ORDERS

All telephone or online orders should be confirmed in writing. If confirmation varies from the Supplier’s recorded order, the Supplier’s records prevail unless clearly in error.

The goods are held at the Customer’s risk from the date they are made available for collection, including risk of loss or damage.

A binding contract of sale is formed upon the Supplier’s acceptance of an order. The Supplier may invoice the Customer upon acceptance of the order or when goods are made available for collection.

Failure to collect does not affect obligation to pay. We may invoice regardless of collection.

14. ACCESS TO SITE

The Customer is responsible for providing safe and suitable access to site for delivery and/or installation. The Customer indemnifies the Supplier against all loss or damage arising from unsafe, inadequate or non-compliant site conditions or access, except to the extent caused by the Supplier’s negligence, unsafe or non-compliant conditions under the Customer’s control. AAF Australia | Phone: (02) 9725 5443 | Email: info@aafaus.com | www.aafaustralia.com.au | Unit 2 / 1 Dupas St, Smithfield NSW 2164 | ABN 98 608 003 194

The Supplier may refuse access, delay delivery or charge additional costs where site access is unsafe, non-compliant, or materially different from what was agreed, acting reasonably and in good faith.

15. PRICE & FREIGHT

Goods are sold at prices current at the time of delivery unless otherwise stated in writing. Prices are ex‑works unless specified. Freight/handling at point of delivery is payable by the Customer unless otherwise agreed.

Prices may vary due to exchange rate movements and supplier price changes outside the Supplier’s control.

16. SETTLEMENT DISCOUNT

Any settlement discount applies only where all amounts due are paid strictly within agreed trading terms. Supplier may set and vary credit limits at any time.

17. PAYMENT

At the Supplier’s discretion, the Customer may be required to execute a direct debit authority for monthly payment of all sums due. Such authority may be cancelled by the Customer on reasonable notice, provided that all outstanding amounts are paid. The Supplier may set and vary a credit limit at any time. The Supplier may suspend supply where the Customer exceeds its credit limit or fails to comply with payment terms.

18. FINANCIAL INFORMATION

The Customer agrees to provide reasonable financial information as requested for assessment of credit limits. The Supplier will treat such information as confidential and not disclose it to third parties without consent, except as required by law.

19. CREDIT CLAIMS & RETURNS

The Customer must inspect goods on delivery and notify the Supplier of any defects, shortages or damage within 7 days of delivery (or such longer period as required by law).

Returns for incorrectly ordered (as distinct from incorrectly supplied) goods are at the Supplier’s discretion. Goods must be unused, in original packaging and complete in all respects.

Returns are not permissible for made-to-order or specially ordered items.

HEPA filters will not be accepted for return if: (i) the outer carton is damaged; (ii) packaging has been opened; or (iii) the filters were a Special Order (non‑stocked item).

20. RETURN OR CANCELLATION OF GOODS ORDERED

If the Customer returns or cancels goods, the Supplier may charge a a reasonable handling fee of up to 10% the amount involved, representing administrative and restocking costs – a genuine pre-estimate of administrative and restocking costs. No returns are accepted without prior written approval.

21. SPECIAL ORDERS

Special orders attract a 50% deposit upon written order for non‑stock or modified goods.

For cash sale (non‑account) customers, work on non‑standard or made‑to‑size goods will not commence until paid in full.

No return or cancellation is accepted once production has commenced.

22. WARRANTIES & AUSTRALIAN CONSUMER LAW (ACL)

Except as expressly set out in these Terms and to the extent permitted by law, all other warranties, representations or conditions are excluded. All goods carry only such warranty (if any) as is provided by the manufacturer or as required by law. To the extent permitted by law, the Supplier’s liability is limited in accordance with clause 23.

Mandatory wording – goods: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. 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.

Mandatory wording – services: Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to: (i) cancel your service contract with us; and (ii) 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 the contract and obtain a refund for the unused portion of the contract.

23. LIMITATION OF LIABILITY (NON‑CONSUMER SUPPLIES)

(a) Where the Customer is not a consumer under the Australian Consumer Law, the Supplier limits its liability for any breach of a statutory guarantee to:

(i) for goods—repair, replacement, or payment of the cost of repair or replacement; and

(ii) for services—resupply of the services or payment of the cost of resupply.

(b) The Supplier’s total aggregate liability arising out of or in connection with the supply of goods or services is limited to the total amount paid by the Customer or such other amount as required by law for the relevant goods or services the subject of the claim.

(i) any indirect or consequential loss;

(ii) loss of profit, revenue, business or opportunity;

(iii) delay damages or liquidated damages;

(iv) any liability incurred by the Customer under any contract with a third party.

(d) This clause applies whether the claim arises in contract, tort (including negligence), statute or otherwise.

(e) If any remedy specified in this clause is held to have failed of its essential purpose, the Supplier’s liability is limited to the maximum extent permitted by law.

(f). Nothing in this clause excludes, restricts or modifies any rights or remedies which cannot be excluded under the Australian Consumer Law.

(g). Consequential Loss Mutuality

Each party excludes liability for indirect or consequential loss, except where such loss cannot be excluded by law. Each party excludes liability for indirect or consequential loss.

24. GST

Amounts quoted are exclusive of GST unless stated otherwise. GST will be added in accordance with A New Tax System (Goods and Services Tax) Act 1999 (Cth).

25. ENVIRONMENTAL & REGULATORY REQUIREMENTS

The Customer is responsible for compliance with all applicable laws relating to storage, use and disposal of products supplied.

No insurance is provided by the Supplier. The Customer is responsible for insuring the goods from the time risk passes.

27.PRIVACY & CREDIT REPORTING

The Supplier collects, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

The Customer consents to the Supplier:

(a)obtaining credit reports from credit reporting bodies;

(b)exchanging information with other credit providers;

(c)disclosing default information where permitted.

The Supplier may disclose personal information to overseas recipients where reasonably necessary. The Supplier’s Privacy Policy https://aafasia.com/privacy-policy/ contains information about:

(i)how personal information is handled;

(ii)how complaints may be made;

(iii)how individuals may access or correct their information.

28.ELECTRONIC COMMUNICATIONS & SIGNATURES

The parties consent to the use of electronic communications and electronic signatures and agree that requirements for writing and signing may be met electronically, subject to applicable law.

Notices may be given electronically where the recipient has nominated an address for that purpose including acceptance via online systems or account use.

29.UNFAIR CONTRACT TERMS

These Terms are intended to be fair and reasonable and are not intended to exclude, restrict or modify any rights that cannot lawfully be excluded. If any provision is found to be unfair or unenforceable, it will be severed or read down to the extent necessary to be valid and enforceable.

Where these Terms constitute a standard form contract under the Australian Consumer Law, any rights exercised by the Supplier (including variation, suspension or enforcement rights) will be exercised reasonably and in good faith, and only to the extent necessary to protect the Supplier’s legitimate commercial interests (including where there is a risk of non-payment or breach). All rights under these Terms must be exercised reasonably and in good faith where required by law. AAF Australia | Phone: (02) 9725 5443 | Email: info@aafaus.com | www.aafaustralia.com.au | Unit 2 / 1 Dupas St, Smithfield NSW 2164 | ABN 98 608 003 194

30.GOVERNING LAW & JURISDICTION

These Terms are governed by the laws of New South Wales. The parties submit to the non‑exclusive jurisdiction of the courts of New South Wales and of the Commonwealth of Australia. The Supplier may commence proceedings in any court of competent jurisdiction in Australia, including where the Customer carries on business or where the cause of action arises.

31.NSW B2B STATUTORY REQUIREMENTS

Invoicing must comply with Australian tax law including GST “Tax Invoice” rules for amounts over $82.50. Unsolicited invoices must state: “This is not a bill. You are not required to pay any money”.

Businesses must retain financial records including invoices for 5 years.

Passing of property under the Sale of Goods Act 1923 (NSW) follows parties’ intention unless altered by Retention of Title.

Uncollected Goods Act 1995 (NSW) procedures apply to disposal including notice and recovery periods.

Storage Liens Act 1935 (NSW) gives storage facilities rights to detain and sell goods following legal process.

Australian Consumer Law protections apply to eligible transactions within the monetary thresholds and categories prescribed by law from time to time.

Unfair Contract Terms laws apply to standard form contracts with small businesses.

Where applicable, the parties agree that the Supplier’s rights under these Terms operate in addition to and consistently with these statutory regimes.

32.UNCOLLECTED GOODS

32.1 NOTICE TO COLLECT

Where the Customer fails to collect goods within a reasonable time, not less than 14 days after being notified they are ready for collection, the Supplier may give written notice requiring collection within a specified period (not less than 14 days). Failure to collect goods within the specified or reasonable time constitutes a breach of contract. The Supplier has a lien over the goods for all unpaid amounts.

Unless otherwise agreed in writing, goods must be collected within 14 days of notification.

If goods are not collected within the specified time, the Supplier may charge reasonable storage, handling and insurance costs from the date of notice.

32.3 RISK AND LIABILITY

The goods are held at the Customer’s risk from the date they are made available for collection, including risk of loss or damage.

The Supplier may invoice the Customer upon acceptance of the order or when goods are made available for collection.

Failure to collect does not affect obligation to pay.

32.4 DISPOSAL OF GOODS

If the goods remain uncollected after the notice period, the Supplier may, in accordance with the Uncollected Goods Act 1995 (NSW):

(a) sell the goods by public auction or private sale;

(b) otherwise dispose of the goods; or

32.5 APPLICATION OF PROCEEDS

The Supplier may apply proceeds of sale towards:

(a) storage and handling costs;

(b) costs of sale; and

Any surplus will be handled in accordance with applicable law.

32.6 IRRETRIEVABLE GOODS

If the goods have no resale value or are unsafe to store, the Supplier may dispose of them without further notice, in compliance with applicable law.

33. SPECIAL ORDER AND ABANDONED GOODS

Goods manufactured or procured to the Customer’s specifications that are not collected or accepted are deemed abandoned after 30 days from notification.

33.2 NO REFUND

Deposits paid for special orders are non-refundable if the Customer fails to proceed or collect the goods.

33.3 RECOVERY OF LOSS

The Supplier may recover from the Customer any shortfall between:

(a) the contract price; and

(b) the resale or disposal value of the goods.

34. No Waiver

A failure or delay by the Supplier to exercise any right does not operate as a waiver of that right. Any waiver must be in writing.

35. Subcontracting

The Supplier may subcontract all or any part of the supply of goods or services without the Customer’s consent.

36. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the parties and supersede all prior representations, negotiations and agreements.

37. NO RELIANCE

The Customer acknowledges that it has not relied on any representation or statement not expressly set out in these Terms.

38. SMALL BUSINESS CONTRACTS

If these Terms are a small business contract for the purposes of the Australian Consumer Law, the parties agree that:

(a) the Terms are reasonably necessary to protect legitimate business interests;

(b) rights must be exercised reasonably and in good faith;

39. Suspension Rights

The Supplier may suspend supply only where reasonably necessary to prevent loss arising from non-payment, breach or insolvency, and must resume supply promptly once the issue is remedied.

40. Limitation Period

Any claim must be brought within 12 months of supply

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