Pool Ranger Pty Ltd – Terms & Conditions of Trade

1. Definitions
1.1 “Contract” means the terms and conditions contained herein, together with any Quotation, order, invoice or other document or amendments expressed
to be supplemental to this Contract.
1.2 "Confidential Information” means information of a confidential nature in any form (including oral, written or electronic) including, but not limited to, this
Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client
information and pricing details.
1.3 “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting P/Ranger to supply the
Goods as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and
(b) if the Customer is a partnership, means each partner jointly and severally; and
(c) if the Customer is a trustee of a Trust, the Customer shall be bound in their capacity as a trustee and in its own right; and
(d) includes the Customer’s executors, administrators, successors and permitted assigns.
1.4 “Delivery” has the meaning given in clause 4.1.
1.5 “Goods” means all Goods or Services supplied by P/Ranger to the Customer at the Customer’s request from time to time (where the context so
permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other), and “Services” will have a corresponding meaning.
1.6 “GST” means Goods and Services Tax as defined within the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.7 “Guarantor” means any director of a Customer that executes this Contract or any credit account application on behalf of the Customer including any
guarantor named on any credit account application.
1.8 “P/Ranger” means Pool Ranger Pty Ltd ABN 74 078 758 040, its successors and assigns or any person acting on behalf of and with the authority of
Pool Ranger Pty Ltd.
1.9 “Price” means the Price payable (plus any GST where applicable) for the Goods as determined in accordance with clause 3 below.
1.10 “Privacy Policy” means P/Ranger’s privacy policy in force from time to time, which is available on the Pool Ranger website.
1.11 “Specifications” means the technical specifications for the Goods published or provided by the manufacturer of the Goods.

2. Acceptance
2.1 The Customer is taken to have accepted and is immediately bound by these terms and conditions on the first to occur of:
(a) execution of a credit account application with P/Ranger; or
(b) the Customer places an order for or accepts Delivery of the Goods.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have
entered into, the terms of this Contract shall prevail to the extent of that inconsistency.
2.3 Any amendment to this Contract is only effective if in writing and acknowledged (including by signing) by all of the parties.
2.4 The Customer acknowledges that the supply of Goods on credit will not take effect until the Customer has completed a credit application that is
accepted by P/Ranger and it has been approved with a credit limit approved by P/Ranger.
2.5 In the event that the supply of Goods request exceeds the Customers credit limit and/or the account exceeds the payment terms, P/Ranger reserves
the right to refuse Delivery or refuse to supply the Goods.
2.6 The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods
are not or cease to be available, P/Ranger reserves the right to vary the Price with alternative Goods as per clause 3.2, subject to prior agreement of
both parties. P/Ranger also reserves the right to suspend all Services until such time as P/Ranger and the Customer agree to such changges. P/Ranger
Has no liability to the Customer for any loss or damage the Customer suffers due to P/Ranger exercising its rights under this clause.

3. Price and Payment
3.1 At P/Ranger’s sole discretion, the Price will be as follows (and in the event of any inconsistency, the first to occur in the following list):
(a) P/Ranger’s quoted price to the Customer (subject to clause 3.2) which will be valid for the period stated in the quotation or otherwise for a period
of thirty (30) days;
(b) as indicated on any invoice provided by P/Ranger to the Customer; or
(c) the Price as at the date of Delivery of the Goods according to P/Ranger’s current price list.

3.2 P/Ranger reserves the right to change the Price:
(a) if the Customer requests a variation to the Goods to be supplied; or
(b) if the Customer requests a variation to the Services originally scheduled (including any applicable plans or specifications); or
(c) if during the course of supplying the Goods, the Goods are not (or cease to be) available from P/Ranger’s third-party manufacturers, then P/Ranger
reserves the right to provide alternative Goods, and to the extent possible P/Ranger will advise the Customer of any significant variation in Price
in respect of the alternative Goods; or
(d) in the event of increases to Goods in the cost of labour or materials (including but not limited to overseas transactions that may increase as a
consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond P/Ranger’s
control.
3.3 P/Ranger will notify the Customer in writing of any material variation to the Price. The Customer must respond to any variation notified by P/Ranger
within ten (10) working days. If the Customer does not respond within that time, the Customer is taken to agree to the variation to the Price and
P/Ranger may add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
3.4 Time is of the essence for the Customer’s payment for all Goods.
3.5 The Customer must pay the Price for the Goods on the date/s determined by P/Ranger, which may be:
(a) on Delivery of the Goods;
(b) before Delivery of the Goods;
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date specified in the credit application form (which may be either thirty (30) or forty-five (45) days following
the date of any invoice given to the Customer by P/Ranger).
3.6 Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other
method as agreed to between the Customer and P/Ranger.
3.7 P/Ranger may in its discretion allocate any payment received from the Customer towards any invoice that P/Ranger determines and may do so at the
time of receipt or at any time afterwards. On any default by the Customer P/Ranger may re-allocate any payments previously received and allocated.
In the absence of any payment allocation by P/Ranger, payment will be deemed to be allocated in such manner as preserves the maximum value of
P/Ranger’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.3.8 The Customer must not set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by P/Ranger. The Customer
must not withhold payment of any invoice because part of that invoice is in dispute.
3.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to P/Ranger an amount equal to any GST
P/Ranger must pay for any supply by P/Ranger under this or any other agreement for the sale of the Goods. The Customer must pay GST, without
deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must
pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

4. Delivery of Goods
4.1 Delivery (“Delivery”) of the Goods is taken to occur on the first of the following events:
(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at P/Ranger’s address; or
(b) P/Ranger (or P/Ranger’s nominated carrier) delivers the Goods to the Customer’s nominated address, even if the Customer is not present at the
address.
4.2 At P/Ranger’s sole discretion, the cost of Delivery is either included in the Price or is in addition to the Price, as specified by P/Ranger in any relevant
invoice.
4.3 Any time specified by P/Ranger for Delivery of the Goods is an estimate only. The Customer must take Delivery by receipt or collection of the Goods
whenever they are tendered for Delivery. P/Ranger will not be liable for any loss or damage incurred by the Customer as a result of Delivery being
late. In the event that the Customer is unable to take Delivery of the Goods as arranged, then P/Ranger shall be entitled to charge a reasonable fee
for redelivery and/or storage.
4.4 The Customer will ensure that P/Ranger has clear and free access to the delivery site at all times to enable them to effect Delivery. P/Ranger will not
be liable for any loss or damage to the delivery site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed
areas) unless due to the negligence of P/Ranger.

5. Risk
5.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery. The Customer must insure the Goods on or before Delivery.
5.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, P/Ranger is entitled to receive all
insurance proceeds payable for the Goods. The production of these terms and conditions by P/Ranger is sufficient evidence of P/Ranger’s rights to
receive the insurance proceeds without the need for any person dealing with P/Ranger to make further enquiries.
5.3 If the Customer requests P/Ranger to leave Goods outside P/Ranger’s premises for collection or to deliver the Goods to an unattended location, then
such Goods shall be left at the Customer’s sole risk.
5.4 Any advice, recommendation, information, assistance or service provided by P/Ranger in relation to Goods or Services supplied is given in good faith
based on P/Ranger own knowledge and experience and based on the Specifications, together with any information provided by the Customer. Any
specific use for the Goods or Services and any information provided by P/Ranger that is based on information provided by the Customer is the
responsibility of the Customer, and the Customer must confirm the appropriateness of this information based on the use of the Goods or Services by
the Customer.
5.5 P/Ranger is entitled to rely on the accuracy of any plans, specifications and other information provided by the Customer. The Customer acknowledges
and agrees that in the event that any of this information provided by the Customer is inaccurate, P/Ranger accepts no responsibility for any loss,
damages, or costs however resulting from these inaccurate plans, specifications or other information.
5.6 It is the Customer’s responsibility to ensure that all applicable health and safety regulations are observed and other appropriate steps taken in relation
to the storage, handling and use of the Goods and where information is supplied to the Customer of potential hazards relating to the Goods to bring
such information to the attention of its employees, agents, sub-contractors, visitors and clients. Without prejudice to the foregoing, it is also the
Customer’s responsibility to provide safe facilities for the reception of the Goods into storage including the unloading of Goods from carriers. The
Customer hereby indemnifies and shall keep indemnified P/Ranger against all action claims, demands, summons, suits proceedings judgments,
orders or decrees arising out of or in connection with any act or omission of the Customer in respect of its obligations pursuant to this clause.

6. Specifications
6.1 The Customer acknowledges that the Specifications represent the information provided by P/Ranger in relation to the Goods and the information
contained in the Specifications is the information upon which the Customer may rely, and otherwise:
(a) all descriptive specifications, illustrations, drawings or advertising material, are approximate only and the Customer will not rely on such information
unless it forms part of the Specifications;
(b) while P/Ranger may have provided information or figures to the Customer regarding the performance of the Goods, the Customer will not rely on
such information unless it forms part of the Specifications.
6.2 The Customer shall be responsible for ensuring that the Goods ordered are suitable for the use proposed by the Customer (including ensuring that
the use for the Goods proposed by the Customer is consistent with the Specifications.6.3 The Customer acknowledges and agrees that P/Ranger accepts no liability in respect of any errors and/or omissions where those errors or omissions
or a result of any information supplied by the Customer.

7. Title
7.1 P/Ranger and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid P/Ranger all amounts owing to P/Ranger; and
(b) the Customer has met all of its other obligations to P/Ranger.
7.2 Receipt by P/Ranger of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured,
cleared or recognised.
7.3 It is further agreed that, until ownership of the Goods passes to the Customer in accordance with clause 7.1:
(a) the Customer is only a bailee of the Goods and must return the Goods to P/Ranger on request;
(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for P/Ranger and must pay to P/Ranger the proceeds of any
insurance if the Goods are lost, damaged or destroyed;
Pool Ranger Pty Ltd – Terms & Conditions of Trade
(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market
value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds on trust for P/Ranger and
must pay the proceeds to P/Ranger on demand;
(d) the Customer irrevocably authorises P/Ranger to enter any premises where P/Ranger believes the Goods are kept and recover possession of
the Goods;
(e) the Customer must not charge or grant an encumbrance over the Goods, or grant or otherwise give away any interest in the Goods while they
remain the property of P/Ranger.

8. Security and Guarantee
8.1 In consideration of P/Ranger agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any
land, real property or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the
Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The Customer agrees that
P/Ranger may lodge a caveat in respect of any such real property to better protect its rights under this clause.
8.2 The Customer indemnifies P/Ranger from and against all P/Ranger’s costs and disbursements including legal costs on a solicitor and own client basis
incurred in exercising P/Ranger’s rights under this clause, or otherwise in exercising any of P/Ranger’s rights under this Contract.
8.3 In this Contract, in addition to any specified Guarantor, any director of the Customer that executes this Contract is referred to as the Guarantor.
8.4 The Guarantor hereby guarantees to P/Ranger due and punctual payment by the Customer of any monies which are now payable or may in the future
become payable by the Customer to P/Ranger under this Contract (the “secured moneys”). It is hereby further agreed as follows:
(a) The secured moneys will include costs incurred by P/Ranger in connection with the default by the Customer.
(b) P/Ranger may exercise its rights under this Contract at any time and the Guarantors must pay the amount of any indebtedness of the Customer
account to the date of any demand, immediately on receipt of a written demand. It is not a condition precedent to the issue of any such demand
that P/Ranger has exercised or exhausted its legal rights against the Customer.
(c) The Guarantor hereby guarantees and indemnifies P/Ranger against any losses or expenses whatsoever directly or indirectly arising from or by
virtue of any default whatsoever on the part of the Customer, whether in respect to non-payment of the secured moneys or other breaches of this
Contract.
(d) The guarantee and indemnity under this Contract will not be considered wholly or partially discharged by the payment at any time hereafter of any
of the secured moneys or by any settlement of account and shall apply to the present and any future balance of the secured moneys.
(e) The guarantee and indemnity under this Contract will be a continuing guarantee and indemnity to P/Ranger for all debts whatsoever and
wheresoever contracted with the Customer in respect of the Goods supplied or to be supplied to the Customer.
(f) The Guarantor charges all of its rights, title and interest (whether joint or several) in any land, real property or other assets capable of being
charged, owned by the Guarantor either now or in the future, to secure the performance by the Guarantor of its obligations under these terms and
conditions (including, but not limited to, the payment of any money). The Guarantor agrees that P/Ranger may lodge a caveat in respect of any
such real property to better protect its rights under this clause
(g) P/Ranger is entitled at any time to assign its rights under this Contract to its successors, nominated transferees or assigns, without notice to the
Guarantor, and that this Contract will not be in any way affected or discharged pursuant to such assignment or variation.
(h) The terms of this Contract are binding jointly and severally on each Guarantor (if more than one) and will not be affected notwithstanding that one
or more of the Guarantors have not executed this Contract or that the document has been held to be ineffective or unenforceable against one or
more of the Guarantors.
(i) The Guarantor agrees that P/Ranger may seek from a credit reporting agency, a credit report containing personal information about the Guarantor
to access whether to accept the Guarantor as a guarantor for credit applied for, or provide to, the Customer.

9. Defects, Warranties and Returns, Competition and Consumer Act 2010 and the Australian Consumer Law (CCA)
9.1 The Customer must inspect the Goods on Delivery and must within seven (7) days of Delivery notify P/Ranger in writing of any evident defect/damage,
shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as
reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow P/Ranger to inspect the Goods.
9.2 P/Ranger acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
Pool Ranger Pty Ltd – Terms & Conditions of Trade
9.3 P/Ranger’s liability in respect of these warranties is limited to the fullest extent permitted by law, including under the CCA.
9.4 If P/Ranger is required to replace the Goods under this clause or the CCA, but is unable to do so, P/Ranger may refund any money the Customer has
paid for the Goods. If P/Ranger is required to repair the Goods under this clause of the CCA, but is unable to do so, P/Ranger may pay the costs of
such repair to the Customer.
9.5 If the Customer is not a consumer for the purposes of the CCA, P/Ranger’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Customer by P/Ranger at P/Ranger’s sole discretion;
(b) limited to any warranty to which P/Ranger is entitled, if P/Ranger did not manufacture the Goods;
(c) otherwise negated absolutely.
9.6 Subject to the CCA and this clause 9, returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 9.1; and
(b) P/Ranger has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
9.7 Notwithstanding clauses 9.1 to 9.6 but subject to the CCA, P/Ranger shall not be liable for any defect or damage which may be caused or partly
caused by or arise as a result of:
(a) the Customer failing to properly maintain or store any Goods;
(b) the Customer using the Goods for any purpose other than that for which they were designed;
(c) the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent
operator or user;
(d) the Customer failing to follow any instructions or guidelines provided by P/Ranger;
(e) fair wear and tear, any accident, or act of God.
9.8 P/Ranger may in its absolute discretion accept non-defective Goods for return in which case P/Ranger may require the Customer to pay handling
fees of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.
9.9 Notwithstanding anything contained in this clause if P/Ranger is required by a law to accept a return then P/Ranger will only accept a return on the
conditions imposed by that law.
9.10 Credit Return Terms:
(a) All product returns must be requested and completted within 6 months from the date of purchase in writing.
(b) Change of mind returns are at the discretion of Pool Ranger.
(c) Proof of Purchase: A valid receipt or invoice is required for all returns.
(d) Products must be returned unused, in original packaging and in a resalable condition.
(e) Items that are damaged, used or not in original packaging will not be accepted.
(f) No cash refunds. All approved returns will be issued as store credit for future purchases.

10. Default and Consequences of Default
10.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two percent (2%)
per calendar month (and at P/Ranger’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
10.2 If the Customer owes P/Ranger any amount under this Contract or otherwise, the Customer shall indemnify P/Ranger from and against all costs and
disbursements incurred by P/Ranger in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own
client basis, P/Ranger’s contract default fee, and bank dishonour fees).
10.3 Further to any other rights or remedies P/Ranger may have under this Contract, if a Customer has made payment to P/Ranger, and the transaction
is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by P/Ranger
under this clause 10 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under
this Contract.
10.4 Without prejudice to P/Ranger’s other remedies at law P/Ranger shall be entitled to cancel all or any part of any order of the Customer which remains
unfulfilled and all amounts owing to P/Ranger shall, whether or not due for payment, become immediately payable if:
Pool Ranger Pty Ltd – Terms & Conditions of Trade
(a) any money payable to P/Ranger becomes overdue, or in P/Ranger’s reasonable opinion the Customer will be unable to make a payment when it
falls due;
(b) the Customer has exceeded any applicable credit limit provided by P/Ranger;
(c) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an
assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

11. Cancellation
11.1 Without prejudice to any other remedies P/Ranger may have, if at any time the Customer is in breach of any obligation (including those relating to
payment) under this Contract, P/Ranger may suspend or terminate the supply of Goods to the Customer. P/Ranger will not be liable to the Customer
for any loss or damage the Customer suffers because P/Ranger has exercised its rights under this clause.
11.2 P/Ranger may cancel any supply to which this Contract applies or cancel Delivery of Goods at any time before the Goods are delivered by giving
written notice to the Customer. On giving such notice P/Ranger shall repay to the Customer any money paid by the Customer for the Goods. P/Ranger
shall not be liable for any loss or damage whatsoever arising from such cancellation.
11.3 In the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by
P/Ranger as a direct result of the cancellation (including, but not limited to, any loss of profits).

12. Trusts
12.1 If the Customer at any time upon or subsequent to entering into the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or
not P/Ranger may have notice of the Trust, the Customer represents and warrants to P/Ranger that:
(a) the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
(b) the Customer has full and complete power and authority under the Trust to enter into the Contract and the Customer will not release the right of
indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.

13. General
13.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect
that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable
the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
13.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction
of the Courts of New South Wales.
13.3 Subject to clause 9, P/Ranger shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense
(including loss of profit) suffered by the Customer arising out of a breach by P/Ranger of these terms and conditions. To the greatest extent permitted
by law, P/Ranger’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
13.4 P/Ranger may novate, subcontract and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.
13.5 The Customer must not novate, subcontract or assign rights under this Contract without the written approval of P/Ranger.
13.6 A reference to any party to this Contract, where that party is made up of more than one person, includes each of them severally (as well as jointly)
13.7 Except as otherwise set out in this Contract, any agreement, covenant, representation or warranty under this Contract by two or more persons binds
them jointly and each of them individually, and any benefit in favour of two or more persons is for the benefit of them jointly and each of them
individually.
13.8 A party who has executed a document may exchange it with another party by emailing a pdf (portable document format) copy of, the executed
counterparty to that other party. A party may electronically sign an electronic copy of this Contract (via DocuSign or similar applications or by affixing
an electronic copy of any relevant signature) and bind itself accordingly. This will satisfy all other requirements for this Contract to be in writing and
signed by that party. The parties intend that any electronic copy so signed will constitute an executed original counterpart, and any print-out of the
copy with the relevant signatures appearing will also constitute an executed counterpart.
13.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event
beyond the reasonable control of either party.
Pool Ranger Pty Ltd – Terms & Conditions of Trade
13.10 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they
are not insolvent and that this Contract creates binding and valid legal obligations on them.