These terms of trade together with any order (including on-line or web-based orders), quotation or proposal to which these terms are attached or in which these terms are referred (each called a “Purchase Order”), together make up a legally binding agreement (the Agreement) between POWERDOWN AUSTRALIA PTY LIMITED ABN: 20 003 833 574 trading as Hunter Truck & Bus (the “Supplier, we, us, our”) AND the person(s) or company visiting or patronising the Supplier’s website: [www.huntertruckandbus.com.au] (the “Purchaser”).

This Agreement will be deemed to be accepted by the Purchaser doing one or more of the following:

(a) Visiting, viewing or using the Supplier’s website and/or submitting an online Purchase Order after receiving notice of these terms; or

(b) Clicking the “I agree” button when prompted to accept these terms and conditions when making an online Purchase Order; or

(c) Accepting these terms and conditions of trade (whether online or in writing); or

(d) Signing these terms and conditions of trade.

The Purchaser acknowledges and agrees that reference to these terms of trade in a catalogue of products, the Supplier’s website or other promotional material generated by or on behalf of the Supplier (“Catalogues”) to which the Purchaser refers or reviews is adequate notice of these terms.

Please read the undermentioned terms carefully. If you do not understand these terms of trade you should seek legal advice.

1. The Purchaser must pay to the Supplier the price in relation to each purchase of goods as set out in the corresponding tax invoice generated at the time the online order is placed. Payment is required at the time the online order is placed. No order will be processed without payment.

2. The Purchaser indemnifies and keeps indemnified the Supplier for any dishonoured credit card payments, dishonour fees and other costs incurred by the Supplier as a result of any failure by the Purchaser’s financial institution to meet a payment for the Purchaser’s order and, in the event that the Purchaser is in default of the Agreement, to indemnify the Supplier against its collection fees and legal costs.

3. The Supplier reserves the right to amend these trading terms.

4. The Supplier shall be entitled at any time to assign its rights under this Agreement to its successors, nominated transferees or assigns, (including but not limited to, where applicable, personal guarantees), and this Agreement shall not be in any way affected or discharged pursuant to such assignment.

5. USE OF SUPPLIER’S WEBSITE

5.1 All material on the Supplier’s website is published by the Supplier and made available to worldwide audiences. If you access the Supplier’s website outside of Australia, you do so at your own risk and you must comply with the rules and regulations enforced by your respective jurisdiction.

5.2 The general public of all ages may view all publicly available material on the Supplier’s website and only copy it for personal use. You may only use material for commercial purposes when you have prior written consent from Supplier.

5.3 All material on the Supplier’s website is provided to you “as is” and “as available”. The Supplier does not warrant or guarantee the accuracy, adequacy or completeness of this material, and expressly disclaims liability for mistakes, misleading or absent information.

5.4 The Supplier will actively combat malicious activities but does not warrant, guarantee or make any representations that the Supplier’s website will be safe from such behaviour including but not limited to viruses, hackers or denial of service attacks. Furthermore, the Supplier does not warrant, guarantee or make any representations that the Supplier’s website will be fully accessible at all times and disclaims any loss or damages incurred as a result of it being unavailable.

5.5 The Supplier provides links only as a convenience and the inclusion of any links on the Supplier’s website does not imply or constitute an endorsement by the Supplier of the link or the website to which it relates. Linked websites are not under the control of the Supplier and the Supplier is not responsible for the contents of any linked site or any link contained in a linked site nor is the Supplier responsible or liable for any damage or loss caused by the Purchaser’s visitation of those linked websites.

5.6 The Purchaser must not create or maintain any link from another website to the Supplier’s website without our written consent.

5.7 The Purchaser is responsible for maintaining the confidentiality of any user ID or password that may be generated in relation to the Purchaser’s use of the website or making an Order. The Purchaser is responsible for any purchases made through its user ID. The Purchaser must notify the Supplier immediately by emailing [sales@huntertruckandbus.com.au], if the Purchaser suspects any unauthorised use of its account.

5.8 The security of personal information is important to the Supplier. When a Purchaser enters sensitive information (such as credit card numbers) on the Supplier’s website, the Supplier encrypts that information using secure socket layer technology. When credit card details are collected, the Supplier only passes those on in order for payments or refunds to be processed. The Supplier does not permanently store complete credit card details.

5.9 To the maximum extent permitted by law, the Supplier disclaims liability for any damages, including, without limitation, direct or indirect, special, incidental, compensatory, exemplary or consequential damages, losses or expenses, including without limitation lost or misdirected orders or bookings, lost profits, lost registrations, lost goodwill, or lost or stolen programs or other data, however caused and under any theory of liability arising out of or in connection with:

(a) use of the Supplier’s website, or the inability to use the website by any party; or

(b) any failure or performance, error, omission, interruption, defect, delay in operation or transmission; or

(c) line or system failure or the introduction of a computer virus, or other technical sabotage,

even if the Supplier is advised of the possibility or likelihood of such damages, losses or expenses.

6. PLACEMENT OF ORDERS

6.1 The Purchaser may order goods from the Supplier via the Supplier-hosted on-line or web-based ordering system on the Supplier’s website (“Order”). Upon placement of the Order, the Purchaser will be bound to proceed with the purchase of the goods at a price confirmed by the Supplier.

6.2 The Supplier will not be bound by any terms or conditions generated by the Purchaser. For the avoidance of doubt, even where the Purchaser attaches or refers to other terms and conditions in Orders or other requests for quotations or supply of goods and/or services, received after this Agreement has been entered into (additional terms), such additional terms are expressly excluded from this Agreement and will be of no force or effect against the Supplier unless it expressly agrees otherwise by notice in writing, signed by a director of the Supplier.

6.3 The Supplier may decline to accept any Order without providing a reason in its absolute discretion. If payment has been received for a declined order, the Supplier will reimburse the Purchaser for the payment received by the Supplier in relation to the declined order.

7. PRICE. All goods are sold at the price current at the time of placement of the Order. Costs and charges for freight and handling at the point of delivery to the Purchaser or the Purchaser’s agent are payable by the Purchaser. NOTE: Pricing may vary from time to time subject to exchange rate variations and/or material increases outside the control of the Supplier.

8. DELIVERY AND FREIGHT.

8.1 All Orders will be dispatched within 24 hours of receipt of the order confirmation and full payment of the purchase price.

8.2 The Purchaser agrees that delivery will be at the sole risk and expense of the Purchaser and delivery costs will be paid to the Supplier at the time of and in addition to payment of the purchase price of the Order.

8.3 Deliveries will be made during normal business hours in the place where the Supplier’s head office is located. In the event the Purchaser or the Purchaser’s Agent is not on site to accept the delivery, then the driver’s signature denoting the time, date and place of delivery shall be deemed to be acceptance of the said delivery in the quantity ordered and received in good condition.

8.4 The Supplier will engage a delivery driver or courier to deliver the goods in the Supplier’s discretion. The Supplier cannot guarantee exact delivery dates or times. The Purchaser acknowledges that any date of delivery set forth in the order confirmation is made in good faith and the Supplier will be deemed to agree only to use reasonable endeavours to deliver by that date. The Supplier shall be excused from any failure to deliver or complete which is contributed to by industrial disturbances, delay in transit, damage to goods in transit, shortage of goods and any other cause beyond reasonable control of the Supplier and the time specified for completion of delivery shall be extended commensurately. Delay in delivery or completion shall not constitute a breach of this Agreement, nor shall it affect any other provisions of the Agreement to the Supplier’s disadvantage.

8.5 The Purchaser acknowledges that the Supplier will not be liable for any loss, damage, delay or non-delivery of goods contributed to by a third party, to the extent permitted by law, irrespective of whether the delivery or courier was arranged, suggested or promoted by the Supplier.

8.6 If a delivery driver or courier, in their absolute discretion, deem the Purchaser’s delivery site unsafe or inaccessible then the delivery driver or courier reserves the right to not make the delivery of the goods until such time as the issues in relation to the site have been rectified or an alternative address supplied. In the meantime, the goods will be taken back to the Supplier’s premises at the Purchaser’s expense and any subsequent re-delivery will be at the Purchaser’s expense.

8.7 If a delivery driver or courier enters the Purchaser’s delivery site at the direction of the Purchaser or its personnel and becomes bogged or stuck, or otherwise causes damage then the Purchaser will be liable for the costs of recovering the delivery vehicle and for any damaged caused to the vehicle and any other property or person.

8.8 Subject always to the preceding clauses, the Supplier’s obligation to deliver goods will not extend beyond delivery immediately inside the boundary of the address details provided by the Purchaser.

8.9 The Supplier’s delivery driver or courier will not accept returns of any goods unless prior arrangements are made with the Supplier.

9. GOODS RETURNED FOR REFUND OR CREDIT.

9.1 It is the responsibility of the Purchaser to carefully inspect the goods immediately upon delivery.

9.2 Subject to the warranty provisions contained in this Agreement, the Supplier may accept or refuse to provide a credit for returned goods in its absolute discretion. Any application for credit will be subject to payment of the Restocking Fee detailed in clause 10 below.

9.3 Subject to clause 13, the Purchaser may return goods for a refund only in the following circumstances:

(a) The goods delivered were sent in error or differ from the description of the goods ordered; or

(b) The goods are faulty or are not fit for the purpose stated in the description of the goods; and

(c) The Purchaser has notified the Supplier of the above by email within 24 HOURS of delivery.

9.4 The Purchaser may return goods for credit only under the following conditions:

(a) All returned goods must be delivered to the Supplier at an address to be nominated by the Supplier at the Purchaser’s sole risk, cost and responsibility within 14 days from date of purchase. Goods purchased outside this time frame will require prior written authorisation from the Manager of the Supplier;

(b) The Purchaser must arrange insurance cover of all returned goods. Goods which are damaged in transit will not be subject to a refund;

(c) All returned goods must be accompanied by proof of purchase and a Credit Return Authorisation (“CRA”) number which must be obtained from the Supplier prior to return of the goods. Goods returned without a CRA will be returned to the Purchaser at their expense;

(d) Goods must be in a saleable condition, i.e. in original packaging, no damage to goods, nor defective packaging or accessory packages missing. Goods that have been opened, fitted or used will not be accepted for return, unless goods are faulty. Faulty goods are dealt with in accordance with the claims procedure detailed at clause 13 below.

10. RESTOCKING FEE.

10.1 All “Stock Items” (ie, goods which are kept in stock in large quantities by the Supplier and are not ordered in on a job by job basis) that are not defective in design or manufacture, as determined by the Supplier acting reasonably, and are returned by the Purchaser shall incur a restocking fee of 10% of the total tax invoice price for those Stock Items.

10.2 The Purchaser acknowledges that the restocking fees are a genuine pre-estimate of the additional costs and damage suffered by the Supplier in accepting returns on the conditions specified in this clause 9.

11. PRIVACY ACT. The Supplier acknowledges that all ‘personal information’ collected by the Supplier shall be treated in accordance with the Privacy Act 1988, as amended, the Australian Privacy Principles and the Supplier’s Privacy Policy (which can be found on the Supplier’s website).

12. WARRANTIES and LIMITATION OF LIABILITY. Subject to clause 13 and clause 22 (component specific warranties), all goods sold carry only such warranty, if any, as is furnished by the manufacturer thereof, or as implied by law. The freight cost for goods returned for warranty consideration is the Purchaser’s responsibility. NOTE: No warranty work will be completed whilst ever the Purchaser is in default of this Agreement.

12.1 This Agreement does not attempt to exclude, restrict or modify the application of any applicable laws of the Commonwealth State or Territory which cannot be excluded, restricted or modified including the Australian Consumer Laws.

12.2 The Purchaser acknowledges and agrees that to the extent permitted by law, the Supplier will not be liable for, and the Purchaser releases the Supplier in respect of, any claim, loss, cost, damage or expense (“Claim”) arising out of any act or omission of the Supplier or its employees, officers or agents unless that Claim is a direct result of the negligence of the Supplier or breach of this Agreement or a warranty by the Supplier.

12.3 The parties agree that to the extent permitted by law any liability for a Claim against the Supplier that cannot be excluded will be limited to the lesser of:

(a) the re-supply or repair of defective goods (if applicable);

(b) the cost of the re-supply or repair by a third party of defective the goods (if applicable); or

(c) the contract price of the original supply of the goods.

12.4 Notwithstanding any of the above, the parties agree that the Supplier will under no circumstances be liable to the Purchaser for any indirect or consequential loss, loss of income, profit or opportunity or for any contingent, consequential direct/indirect special, or punitive damages arising out of or in connection with this Agreement, at law or in equity.

12.5 The Supplier’s liability/obligations to honour any Claim under or in connection with this Agreement do not extend to rectification of defects, loss or damage which is caused or contributed to by the use, storage or operation of any part of the goods other than in accordance with the more stringent of either: guidelines or specifications supplied by the Supplier or the manufacturer; industry best practice; or use under normal working conditions. The Supplier will also not be liable for defects, loss, costs or damage arising out of or in connection with:

(a) the misuse, neglect, or reckless or wilful destruction of any part of the goods; or

(b) any damage caused by or to the goods as a result of continued use of any part of the goods after a defect has been detected or ought to have been detected.

12.6 The Supplier will use reasonable endeavours to transfer warranties given by third party manufacturers of the goods supplied to the extent those warranties are transferrable. However, the Supplier will not be liable for negotiating with manufacturers on behalf of the Purchaser and will not be liable to provide warranties (unless expressly stated in this Agreement) to the Purchaser in addition to those provided by the manufacturer and transferred under this clause 12.

12.7 To the extent permitted by law and unless otherwise expressly agreed or set out in this Agreement, the Supplier does not provide and expressly excludes all other warranties and representations whether implied by statute or otherwise in respect of any goods or services.

12.8 If any provision of this Agreement is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.

12.9 The Purchaser indemnifies the Supplier and keeps the Supplier indemnified against all liability, loss, cost or damage in connection with or arising out of any of the following:

(a) any breach by the Purchaser of this Agreement or any contract between the Supplier and the Purchaser;

(b) any Claim arising out of or in any way related to any injury to or death of any person or loss of or damage to any tangible property arising out of or in any way relating to this Agreement or any contract between the Supplier and the Purchaser and caused or contributed to by an act or omission of the Purchaser or its employees or agents; and

(c) any Claim by a third party arising out of or in any way related to any wilful, reckless, negligent or unlawful act or omission of the Purchaser or its employees or agents,

provided however that the Purchaser’s liability to indemnify the Supplier under this clause 12 will be reduced proportionally to the extent that any negligent act or omission of the Supplier contributed to the liability.

13. WARRANTY CLAIM PROCEDURE.

13.1 The Purchaser acknowledges that warranty terms and conditions vary for each product. Information regarding the warranty provided for a particular product can be found in clause 22 below (as regards to components manufactured by the Supplier) and on the websites for each third party manufacturer. Links to manufacturer warranty information are found for each product on the Supplier’s website. The Purchaser is required to consult these links prior to submitting a warranty claim form to ensure details submitted in the claim comply with the relevant warranty coverage period.

13.2 A warranty claim form must be completed and emailed to the Supplier prior to returning goods to the Supplier. A warranty claim form must be filled out. The warranty claim form is available on the Supplier’s website [www.huntertruckandbus.com.au].

13.3 The Supplier will assess the claim and/or forward the claim to the appropriate warranty claim team for the manufacturer.

13.4 The Supplier may request the goods be returned (at the cost of the Purchaser) for physical inspection prior to or during a claim assessment. Further information regarding the claim may also be requested by the Supplier or manufacturer.

13.5 If the goods are required to be returned to the Supplier, the following conditions apply in addition to any other terms of this Agreement:

(a) The original receipt & a completed warranty claim form including a CAN must accompany the return goods;

(b) All warranty claims must be delivered to the Supplier at an address to be nominated by the Supplier at the Purchaser’s sole risk, cost and responsibility;

(c) The Purchaser must arrange for insurance coverage of all returned goods. Products returned which are damaged in transit will not be subject refund, repair or replacement and all loss or damage will be at the expense of the Purchaser.

13.6 The initial warranty claim assessment procedure may take up to 5 business days upon receipt of a warranty claim form. Additional time may be required where the goods are returned for inspection or where the Supplier or manufacturer require additional information.

13.7 The parties agree that to the extent permitted by law any liability for a Claim is limited in the manner set out in clause 12.3 above.

14. GST. All prices quoted by the Supplier are exclusive of GST. GST will be charged where appropriate, unless a signed exemption form is received by the Supplier in the approved prescribed manner set down by the Australian Taxation Office. Any GST liability incurred as a result of a supply made by the Supplier to the Purchaser must be paid by the Purchaser to the Supplier in addition to, at the same time and in the same manner as the price for the supply.

15. INSURANCE. NO INSURANCE IS PROVIDED BY THE SUPPLIER. The Purchaser acknowledges that insurance of all goods are the responsibility of the Purchaser at point of delivery.

16. JURISDICTION. The Purchaser acknowledges that this Agreement shall be governed by the Laws of the State of New South Wales, and the Purchaser hereby agrees to submit to the non-exclusive jurisdiction of the Courts of New South Wales.

17. ADVICE GIVEN BY THE SUPPLIER The Purchaser acknowledges that, unless otherwise expressly stated in this Agreement, the Supplier is not an expert or otherwise qualified to give technical or other advice to the Purchaser. Should the Supplier or the Supplier’s employees give such advice to the Purchaser at the Purchaser’s request or otherwise, the Purchaser acknowledges that such advice, whilst given in good faith, may not be accurate or correct. The Purchaser releases and forever discharges the Supplier in respect of such advice and indemnifies the Supplier against any loss, cost, expense, damage or injury which may be caused or contributed to in reliance upon or otherwise as a result of such advice.

18. COPYRIGHT All rights reserved. The Copyright Material or any part thereof cannot be printed, reproduced, altered or otherwise used without written authorization from the Supplier.

19. INTELLECTUAL PROPERTY. For the purposes of this Agreement, “Intellectual Property Rights” means copyright, trademark, design, patent, and any other rights whether or not they are registered or registrable, relevant to, among other things, the textual, graphical, audio and other information, content, data or material used by the Supplier in respect to this Agreement.

19.1 Any pre-existing Intellectual Property Rights owned by the Supplier before the commencement of this Agreement, will remain vested in the Supplier.

19.2 Any pre-existing Intellectual Property Rights owned by the Purchaser before the commencement of this Agreement, will remain vested in the Purchaser.

19.3 The Purchaser agrees to grant to the Supplier a non-exclusive, transferable, royalty free licence to use the Purchaser’s pre-existing Intellectual Property Rights to the extent that use relates to any material created by the Supplier pursuant to this Agreement.

19.4 Subject to any Intellectual Property Rights existing in any third party materials, all Intellectual Property Rights, created by the Supplier on or after the commencement of this Agreement will remain vested in the Supplier notwithstanding those rights were created pursuant to or for use in or with the goods.

20. DISCLAIMER. Manufacturer’s names, part numbers, symbols or other references appearing in the Catalogues are used for reference for order of goods only. All information supplied was correct, to the best of the Supplier’s knowledge, at the time of publication and is subject to change without notice at any time at the discretion of the Supplier.

21. PURCHASER WARRANTIES

21.1 The Purchaser warrants that:

(a) It is not entering into this Agreement as a result of or by reason of or in reliance upon any promise, representation, statement or information of any kind whatever given or offered to them by or on behalf of the Supplier whether in answer to an enquiry or otherwise;

(b) All information provided in any online order form is accurate and correct; and

(c) Prior to the placement of any order, it has made its own independent enquiries and satisfied itself as to the size, design, capacity, quality and fitness for purpose of the goods and, to the extent permitted by law, the Purchaser is not relying on any warranty, promise or representation in relation to the goods, either expressly or impliedly given by the Supplier.

21.2 In entering into this Agreement, the Supplier relies upon the warranties provided in this clause and upon any information supplied by the Purchaser in any order form.

21.3 The Supplier relies upon the representation that the person entering into this Agreement has authority to do so on behalf of the Purchaser.

22. COMPONENT SPECIFIC WARRANTIES

The Supplier gives the following limited warranties in respect of parts or products manufactured by the Supplier only:

22.1 SHOCK ABSORBERS

The Supplier warrants all shock absorbers are free from defects in materials or faulty workmanship provided always that the shock absorbers have been correctly installed as recommended by the Supplier. The warranty period is 12 months or 150,000kms whichever comes first from date of purchase.

22.2 AIR SPRINGS

The Supplier warrants that all air springs are free from defects in materials and workmanship for a period of 12 months from the date of purchase. This warranty is voided if the air springs are used or applied in a manner other than as recommended by the Supplier.

22.3 CATS EYE

The supplier warrants all CATS EYE tyre pressure devices supplied by the Supplier are free from defects in materials or faulty workmanship for a period of 12 months provided they have been correctly installed as recommended by the manufacturer.

22.4 HADLEY MIRRORS AND MIRRORS

The Supplier warrants Hadley mirrors and horns supplied by the Supplier are free from defects in materials or faulty workmanship for a period of 12 months provided that they have been correctly installed as recommended by the manufacturer.

22.5 HEIGHT CONTROL VALVES

The Supplier warrants that all height control values supplied by the Supplier are free from manufacturing faults and material failures for a period of 12 months from date of purchase. Height control valves will not be warranted where the product failure is due to incorrect fitment, (or adjustment), poor maintenance, a contaminated air system or compressor failure.

22.6 These warranty conditions do not attempt to exclude, restrict or modify the application of any applicable laws of the Commonwealth, State or Territory which cannot be excluded, restricted or modified including the Australian Consumer Laws.

22.7 The warranties contained in this clause 22 and the Supplier’s liability under those warranties are limited by the provisions of clauses 12.2 to 12.5 (inclusive) and do not extend to defects caused or contributed to by accident, misuse, improper installation, neglect or wear and tear.

22.8 No warranty claims will be considered by the Supplier until the complete product, including all packaging and manuals, is returned to the Supplier at an address to be nominated by the Supplier, together with proof of purchase and a completed warranty claim form (in the form provided by the Supplier upon request). The cost of dismantling, removing the product from any associated machinery and returning the product to the Supplier are to be paid by the Purchaser. The Supplier is not liable for any labour or other costs associated with removal or reassembly/reinstallation of the product the subject of a valid warranty claim.