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TRADING TERMS

BACKGROUND

A. Harvey Norman®, Domayne® and Joyce Mayne® stores are operated by independently owned and operated franchisees.

B. The Franchisee has been granted a franchise by the Franchisor.

C. The Franchisee purchases Products from the Supplier, and the Supplier supplies Products to the Franchisee.

D. Each supply of Product by the Supplier to the Franchisee will be subject to these Terms.

E. The Supplier has agreed to pay Brand Support Contribution to the Franchisee, as a result of the purchase of Products by the Franchisee from the Supplier, in accordance with these Terms.

PURCHASE AND SUPPLY

1. PURCHASE AND SUPPLY

(1) These Terms apply to each supply of Products, by the Supplier or any Related Body Corporate of the Supplier, to the Franchisee.

(2) The Supplier authorises the Franchisee to offer for sale and sell the Products in any manner or media, including but not limited to, via any e-commerce website.

(3) The Franchisee may issue a Purchase Order to the Supplier for the supply of Products to the Franchisee.

(4) The Franchisee may give a Purchase Order to the Supplier at any time by any means.

(5) A Purchase Order may be altered or cancelled at any time prior to delivery of the Product, the subject of that Purchase Order, by notice from the Franchisee to the Supplier.

(6) Without limiting clause 1(5), the Franchisee may cancel a Purchase Order, in whole or in part without liability to the Supplier:

(a) in respect of any Advertised Product the subject of the Purchase Order, not delivered within 10 days after the relevant Delivery Date; and

(b) in respect of any other Product the subject of the Purchase Order, not delivered within 28 days after the relevant Delivery Date.

(7) Within 2 Business Days of receipt of a Purchase Order, the Supplier must notify the Franchisee if the Supplier is unable to fulfil, in whole or in part, the supply of Products specified in the Purchase Order or deliver the Products, the subject of the Purchase Order by the relevant Delivery Date.

(8) Nothing in these Terms constitutes an offer or agreement by the Franchisee to acquire Products generally from the Supplier and the Franchisee will not be responsible for any reliance the Supplier places on any statements or forecasts made by any person.

(9) The Supplier will maintain sufficient stock of Products to meet any anticipated demand for Products by the Franchisee, particularly for Advertised Product.

(10) The Supplier must submit a Product Change Notification Form to a Franchisee 30 days prior to any change to a Product.

2. SALE PRICE

(1) The Supplier will sell Product to the Franchisee at the Purchase Price.

(2) The Supplier acknowledges that the Franchisee may determine its own resale price for Products.

(3) The Supplier must submit a Product Change Notification Form, including a replacement Price List, to a Franchisee no less than 30 days prior to any change in any Purchase Price.

3. DELIVERY AND DELIVERY COSTS

(1) The Supplier must deliver Product, the subject of a Purchase Order, to the Delivery Address by the relevant Delivery Date unless otherwise agreed between the Franchisee and the Supplier.

(2) Delivery of a Product takes place when that Product is unloaded at the Delivery Address and the Franchisee signs a delivery docket in respect of the delivery of that Product.

(3) On each delivery of Product, the Franchisee is not required to confirm whether there is any error, omission or defect in the delivered Products.

(4) Delivery or acceptance by the Franchisee of any Product does not relieve the Supplier from the obligations of the Supplier under these Terms or under any Law.

(5) Unless stated in the Application, the Supplier must pay all costs associated with each delivery of Product to an Authorised Location.

(6) If a Franchisee reasonably considers that a Product is faulty or does not comply with these Terms or the Law, and needs to be repaired, the Supplier must pay all costs associated with delivery of that Product, including, as required by the Franchisee, costs of

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delivery:

(a) from the Consumer or the relevant Authorised Location to the Supplier or repair agent; and

(b) from the Supplier or repair agent to the relevant Authorised Location or the Consumer.

(7) If the Franchisee reasonably considers that a Product is faulty or does not comply with these Terms or the Law, and needs to be replaced, the Supplier must pay all costs (as required by the Franchisee) associated with:

(a) delivery of the replacement product to the Consumer or the relevant Authorised Location; and

(b) the cost of collecting the faulty Product from the Consumer or Authorised Location.

4. TITLE AND RISK

(1) Title and risk in a Product passes to the Franchisee on delivery of that Product to the Franchisee.

(2) If the Franchisee returns a Product to the Supplier in accordance with these Terms, title and risk in that Product passes to the Supplier upon dispatch by the Franchisee of that Product from the Authorised Location.

(3) The Supplier must not register a Purchase Money Security Interest or any other interest under the PPSA Act over any Product or generally over any asset of the Franchisee.

5. NON EXCLUSIVE SUPPLY

Unless otherwise agreed in writing, the Supplier acknowledges that the Franchisee may enter into negotiations, arrangements or agreements with any other entity for the purchase of products similar or identical to the Products, without any liability whatsoever to the Supplier.

PAYMENT AND INVOICING

6. PAYMENT AND INVOICING

(1) The Supplier must provide a Tax Invoice to the Franchisee, for each supply of Product by the Supplier to the Franchisee.

(2) The Tax Invoice must be addressed to and issued to the Franchisee on the date of delivery of the relevant Product to which the Tax Invoice relates.

(3) Subject to these Terms, the Franchisee must pay the amount stipulated in the Tax Invoice in accordance with the relevant Payment Term and corresponding relevant Payment Details.

(4) The relevant Payment Term commences from the date of receipt of the relevant Products at the Delivery Address.

(5) In respect of each Tax Invoice, the Supplier agrees to provide the Franchisee with the Settlement Discount.

7. DEDUCTIONS

(1) The Franchisee may deduct all or any part of any Settlement Discount, Brand Support Contribution and /or Credit Claim, from any payment due to the Supplier by the Franchisee pursuant to any Settlement Advice, Tax Invoice or otherwise.

(2) If the Franchisee does not deduct all or any part of any unpaid Settlement Discount, Brand Support Contribution and/or Credit Claim from any payment due by the Franchisee to the Supplier, then the Supplier must within 30 days after the end of each Accounting Period, pay the amount of any unpaid Settlement Discount, Brand Support Contribution and/or Credit Claim in respect of that Accounting Period, to the Franchisee.

(3) If the Supplier fails to pay the Settlement Discount, Brand Support Contribution and/or Credit Claim, the Franchisee may, after giving the Supplier written notice, charge interest on the amount due at the Interest Rate calculated from the date such monies fell due until the actual date of payment by the Supplier.

8. SET OFF

The Supplier must not deduct any sum from a payment due by the Supplier to the Franchisee, unless the Franchisee agrees in writing to the deduction.

9. GST

(1) Any term used in these Terms which has a defined meaning in the GST law will have the same meaning in these Terms as is ascribed to that term in the GST law.

(2) Subject to clause 9(4), if GST is imposed on any supply made under these Terms by one party (“supplying party”) to another party (“receiving party”) and GST has not been taken into account when determining the consideration payable for the supply, the receiving party must pay, in addition to and at the same time as that consideration is payable or to be provided for the supply, an additional amount calculated by multiplying that consideration (without deduction or set-off) by the prevailing GST rate.

(3) If the amount of GST recovered by the supplying party from the receiving party differs from the amount of GST payable at law by the supplying party in respect of the supply, the amount payable by the receiving party to the supplying party will be adjusted accordingly.

(4) The receiving party is not required to pay any amount of GST to the supplying party unless the supplying party has made demand for payment by means of a Tax Invoice.

(5) The Supplier must inform the Franchisee where a Product is to be treated as GST free, and the Supplier acknowledges that the Franchisee will rely on any information the Supplier provides to the Franchisee regarding classification of a Product as taxable or GST free.

(6) The Supplier warrants it is registered for GST and will notify the Franchisee if the Supplier ceases to be registered for GST.

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10. DISPUTED TAX INVOICES

(1) If at any time the Franchisee, in good faith, disputes a Tax Invoice, or rejects or has an issue with the Products to which a Tax Invoice relates, the Franchisee may pay the undisputed part of the Tax Invoice. If the Franchisee has already paid the total amount set out in the Tax Invoice (including any disputed amount) then the Franchisee can issue a Credit Claim for the disputed amount.

(2) The Supplier undertakes to resolve a dispute with the Franchisee in good faith within 60 days of when the Supplier first becomes aware of the dispute.

(3) The Supplier will monthly, reconcile Tax Invoices and advise the Franchisee, of any unpaid Tax Invoices or any discrepancies with any Tax Invoice.

(4) Where a Tax Invoice or a Credit Claim is in dispute, in whole or in part, the Supplier must not wholly or partially suspend, cancel or withdraw supply of Products to the Franchisee, or withhold payment of any Brand Support Contribution or any other amounts due by the Supplier to the Franchisee.

11. CREDIT CLAIMS

(1) The Franchisee may issue to the Supplier a Credit Claim at any time and from time to time during or after the Term.

(2) Subject to clause 11(4), the Supplier must pay the amount set out in a Credit Claim to the Franchisee within 30 days of the date of the Credit Claim.

(3) Subject to clause 11(4), if the Supplier fails to pay an amount set out in a Credit Claim in accordance with clause 11(2), the Franchisee may, without further notice to the Supplier, charge interest on the amount due, calculated at the Interest Rate during the period commencing on the due date for payment and ending on the date of actual payment.

(4) If the Supplier disputes a Credit Claim, in whole or in part, the Supplier must issue a Credit Claim Rejection Letter addressed to the Administration Manager of the Franchisee, within 30 days of the date of the Credit Claim. Any Credit Claim, in which a Credit Claim Rejection Letter has not been issued in accordance with this clause 11(3), will be deemed to be accepted by the Supplier.

(5) The Franchisee and the Supplier must deal with any dispute regarding a Credit Claim in accordance with clause 44.

12. OVERPAYMENTS

If the Franchisee overpays the Supplier for any reason, the amount of the overpayment will be a debt immediately due and payable by the Supplier to the Franchisee. The Franchisee may deduct the amount of any overpayment from any payment due to the Supplier by the Franchisee under any Tax Invoice.

BRAND SUPPORT CONTRIBUTION

13. BRAND SUPPORT CONTRIBUTION

(1) The Supplier agrees to pay Brand Support Contribution to the Franchisee in accordance with this clause and these Terms.

(2) Clauses 14(3), 15(4) and 16(4) of the Terms may not apply as at the commencement date of the Terms.

(3) The Supplier will be given written notice once clauses 14(3), 15(4) and 16(4) of the Terms apply.

14. PURCHASE VOLUME REBATE (PVR)

(1) The Supplier agrees to pay each PVR to the Franchisee during the Term.

(2) The calculation of the PVR may be varied during the Term by agreement between the Franchisee and the Supplier.

(3) At the end of each relevant Accounting Period, the Franchisee will, via email to the Supplier, issue a Settlement Advice and a supporting spreadsheet, detailing the calculation of the PVR due by the Supplier to the Franchisee for that Accounting Period. The Supplier has 7 days from the date of the relevant email (each a Response Period) to respond to the Franchisee if the Supplier identifies any discrepancies in the calculation of the PVR. Any calculation of PVR not rejected within the relevant Response Period by the Supplier is deemed to be accepted by the Supplier.

(4) The Franchisee will deduct amounts on account of PVR from amounts due by the Franchisee to the Supplier in accordance with clause 7.

15. OVER AND ABOVE REBATE

(1) During the Term, the Supplier may make an Over and Above Offer to the Franchisee.

(2) The Supplier agrees to pay each Over and Above Rebate to the Franchisee in accordance with the terms set out in an Over and Above Rebate Offer.

(3) The Franchisee will confirm the terms of an Over and Above Rebate Offer, via email to the Supplier. The Supplier will have 7 days from the date of that email to respond to the Franchisee if the Supplier identifies any discrepancies in the terms of the Over and Above Rebate Offer.

(4) At the end of each relevant Accounting Period, the Franchisee will, via email to the Supplier, issue the Supplier with a spreadsheet detailing the calculation of the Over and Above Rebate due by the Supplier to the Franchisee for that Accounting Period. The Supplier has 7 days from the date of the relevant email (each a Response Period) to respond to the Franchisee if the Supplier identifies any discrepancies in the calculation of the Over and Above Rebate. Any calculation of Over and Above Rebate not rejected within the relevant Response Period by the Supplier is deemed to be accepted by the Supplier.

(5) After acceptance of the Over and Above Rebate calculation by the Supplier for a relevant Accounting Period, the Franchisee will, via email to the Supplier, issue the Supplier with a Settlement Advice.

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(6) The Franchisee will deduct amounts on account of Over and Above Rebates from amounts due by the Franchisee to the Supplier in accordance with clause 7.

16. CORE RANGE REBATE OFFER

(1) During the Term, the Supplier may make a Core Range Rebate Offer to the Franchisee.

(2) The Supplier agrees to pay each Core Range Rebate to the Franchisee in accordance with the terms set out in a Core Range Rebate Offer.

(3) The Franchisee will confirm the terms of a Core Range Rebate Offer, via email to the Supplier. The Supplier will have 7 days from the date of that email to respond to the Franchisee if the Supplier identifies any discrepancies in the terms of the Core Range Rebate Offer.

(4) At the end of each relevant Accounting Period, the Franchisee will, via email to the Supplier, issue the Supplier with a spreadsheet detailing the calculation of the Core Range Rebate due by the Supplier to the Franchisee for that Accounting Period. The Supplier has 7 days from the date of the relevant email (each a Response Period) to respond to the Franchisee if the Supplier identifies any discrepancies in the calculation of the Core Range Rebate. Any calculation of Core Range Rebate not rejected within the relevant Response Period by the Supplier is deemed to be accepted by the Supplier.

(5) After acceptance of the Core Range Rebate calculation by the Supplier for a relevant Accounting Period, the Franchisee will, via email to the Supplier, issue the Supplier with a Settlement Advice.

(6) The Franchisee will deduct amounts on account of Core Range Rebate from amounts due by the Franchisee to the Supplier in accordance with clause 7.

17. CONTRIBUTION AND SUBSIDY

(1) During the Term, the Supplier may offer a Contribution and Subsidy to the Franchisee.

(2) The Supplier agrees to pay each Contribution and Subsidy to the Franchisee in accordance with the terms set out in a Contribution and Subsidy Offer.

OBLIGATIONS OF SUPPLIER

18. REMEDIES

(1) Without limiting clause 36 of these Terms, where there is a Consumer Guarantee Breach in respect of a Product, the Supplier must indemnify and keep indemnified the Franchisee in accordance with clause 36 of these Terms and in accordance with the Australian Consumer Law. The Franchisee may issue the Supplier with a Credit Claim in relation to a Consumer Guarantee Breach and the provisions of clause 11 will apply.

(2) The Supplier acknowledges that a remedy provided by the Franchisee to a Consumer for a Consumer Guarantee Breach, may include compensation for any reasonably foreseeable loss or damage suffered by the Consumer, including costs associated with installation and delivery.

(3) Nothing in this clause is intended to limit the obligations of the Supplier under the Australian Consumer Law or under clause 36 of these Terms.

19. BANS ON CONSUMER GOODS

(1) The Supplier must immediately notify the Franchisee, of any interim or permanent ban which may affect any Product.

(2) The Franchisee will, at the Supplier’s expense, return any Products subject to a ban and issue a Credit Claim for the Purchase Price in respect of those Products.

20. RECALLS

(1) The Supplier must immediately notify the Franchisee if the Supplier recalls a Product or a recall notice is issued that affects any Product.

(2) The Franchisee will, at the Supplier’s expense, return to the Supplier any Product subject to a recall and issue a Credit Claim for the Purchase Price of that Product.

(3) Where a recall notice requires the Franchisee to provide a remedy to a Consumer, the Supplier must indemnify and keep indemnified the Franchisee in accordance with clause 36 of these Terms. The Franchisee may issue the Supplier with a Credit Claim in relation to a recall and the provisions of clause 11 will apply.

(4) In addition to payment of amounts set out in any Credit Claim with respect to a recall, the Supplier agrees to pay the Franchisee a recall administration fee of $500 each time the Franchisee undertakes a recall process in relation to any Product. The Supplier acknowledges that this administration fee is a genuine pre-estimate of damages suffered by the Franchisee to undertake a recall process.

(5) Nothing in this clause is limits the obligations of the Supplier under the Australian Consumer Law or under clause 36 of these Terms.

21. COMPLAINTS AND CLAIMS

(1) The Supplier must promptly inform the Franchisee of any complaints in respect of Product of which the Supplier becomes aware which may result in the Franchisee incurring any liability or that may affect the reputation of the Franchisee.

(2) Subject to the rights and obligations of each of the Franchisee and the Supplier under the Australian Consumer Law, the Franchisee may, from time to time, refer to the Supplier a complaint received by the Franchisee with respect to a Product (each a Product Complaint). The Supplier must notify the Franchisee, within 1 Business Day from receipt of a Product Complaint by the Supplier, the actions the Supplier proposes to take with respect to the Product Complaint. On request, the Supplier must provide copies of all

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relevant correspondence, and provide to the Franchisee any report made pursuant to an investigation into the Product Complaint by any third party with respect to the Product.

(3) The Supplier must not make any representations or admit liability on behalf of the Franchisee, or settle any Product Complaint or Claim which results in the Franchisee incurring liability, without the prior written consent of the Franchisee.

22. SERVICE CALLS

The Supplier must attend or contact the Consumer to make arrangements that are mutually agreeable and/or complete a service call out to a Consumer’s nominated address within a maximum period of 5 Business Days from the date the Consumer, or the Franchisee, lodges a service request with the Supplier.

23. REPAIR FACILITIES, SPARE PARTS AND REPAIR AGENTS

(1) The Supplier must maintain, in stock, a sufficient quantity of spare parts, in relation to the Products, and must carry out any repairs to Products promptly. The Supplier agrees that the timeframe for repairs is important in complying with the Australian Consumer Law and for the Franchisee in building good relations with its customers. The Supplier agrees to complete, or arrange for its repair agents to complete, any repairs as soon as commercially possible.

(2) Without in any way limiting the obligations of the Supplier under any Law, if the Supplier is unable to repair a Product promptly in a regional area, the Supplier agrees to offer a replacement Product to the Consumer in lieu of repairing the defective Product or to allow the Franchisee to send the defective Product to a repairer of the Franchisee’s choice. If the Franchisee sends a defective Product to a repairer of the Franchisee’s choice, the Supplier will reimburse the Franchisee for the amount stated in the repairer’s invoice to the Franchisee.

(3) Where reasonably possible, the Supplier will supply Product on loan to a Consumer while a Product is being repaired.

(4) The Supplier is liable for any act or omission of its repair agents, and will ensure its repair agents comply with all Laws.

24. SUPPLIER ITEMS/DISPLAYS

The Supplier warrants that any item supplied to the Franchisee by the Supplier, including any demonstration stock, display and promotional merchandise, is fit for purpose, safe and durable and complies with all Laws.

25. SUPPLIER PERSONNEL/DEMONSTRATORS

(1) The Supplier must ensure that each Supplier Personnel who, in person, provides any training or demonstrations to the Franchisee or to any representatives, contractors and/or employees of the Franchisee, or who are otherwise in attendance at an Authorised Location, has completed relevant work health and safety training, and otherwise complies with the reasonable directions of the Franchisee representative.

(2) Further, the Supplier must ensure that each Supplier Personnel:

(a) does not represent themselves as an agent or partner of the Franchisee or incur any liability on behalf of the Franchisee;

(b) reports any incidents immediately to the Franchisee representative;

(c) has appropriate skills, qualifications and experience and complies with all Laws; and

(d) does not expose any person to any hazard or cause disruption at the Authorised Location.

26. SUBCONTRACTING

The Supplier must not subcontract or otherwise arrange, wholly or partially, for Product to be supplied, managed or represented by any person other than the Supplier.

27. PRODUCT TRAINING

The Supplier must, from time to time, provide Product training to Franchisee representatives, and provide training materials.

28. BRAND ADVERTISING

The Supplier warrants that each Advertised Product complies with all Laws and otherwise complies with any other reasonable requirements of the Franchisee. The Supplier must sign a Promotional Product Report prior to publication of any Brand Advertising that includes any Product.

29. PUBLICITY AND PROMOTION

The Supplier must not undertake, either directly or indirectly, any advertising or promotional activity, which in any way involves the Franchisee or any Brand.

30. CHANGE IN BUSINESS AND DETAILS

The Supplier must notify the Franchisee in writing within 14 days of the either or both of the following changes occurring:

(a) a Change of Control occurring in relation to the Supplier;

(b) any change to the information provided by the Supplier in the Application or any information later provided by the Supplier to the Franchisee, including but not limited to where there is a change in the officeholders or managers of the Supplier.

SUPPLIER REPRESENTATIONS AND WARRANTIES

31. REPRESENTATIONS AND WARRANTIES

(1) The Supplier agrees, represents and warrants to the Franchisee at all times during the Term and in respect of each supply of Product by the Supplier to the Franchisee (where the context permits):

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(a) in performing the obligations of Supplier under these Terms, the Supplier will comply with all applicable Laws;

(b) once a Product is delivered to the Franchisee, the Franchisee will have the right to undisturbed possession of that Product;

(c) each Product delivered to the Franchisee is free from any security, charge or encumbrance;

(d) the Supplier will not register a Purchase Money Security Interest under the PPSA Act over any Product or any other interest

under the PPSA Act over any Product, or generally over any asset of the Franchisee;

(e) the Supplier will, at all times, act in a highly professional, competent, courteous and timely manner;

(f) there is no current or threatened litigation involving the Supplier which may adversely affect the affairs of the Supplier or

the Supplier performing the obligations of the Supplier under these Terms;

(g) the Supplier has supplied, and will continue to supply, information that is true and correct;

(h) each of the Supplier Personnel have appropriate skills and experience, will comply with all Laws and will not expose a

person to any hazard or cause any disruption to a Franchisee;

(i) the Supplier has authority to enter into and perform its obligations under these Terms, and where it enters these Terms as

agent for another party, it is authorised to act for its principal in the manner contemplated by these Terms, which

authority has not been revoked;

(j) each Product will be manufactured, packaged, labelled, supplied and described in accordance with all applicable Laws and

these Terms;

(k) the Supplier will not engage in any conduct that is likely to:

(i) result in a Product being delivered to a Franchisee or a Consumer which is of a different standard, quality, value,

grade, composition, style or model to that which the Supplier has previously represented by sample or conduct; or

(ii) mislead a Consumer, including as to the manufacturing process, characteristics, suitability for purpose or quality of

any Product.

(2) The Supplier must promptly notify and fully disclose to the Franchisee in writing particulars of any event or occurrence (actual or threatened) which will or may materially affect the ability of the Supplier to perform any obligations of the Supplier under these Terms or under any Law.

(3) The Supplier acknowledges that the Supplier does not rely on any representation, warranty or other conduct which may have been made by any person in any antecedent negotiations or communications leading to these Terms.

INFORMATION, REPORTING, AUDITS AND INSPECTIONS

32. INFORMATION

(1) The Supplier irrevocably authorises the Franchisee to make, from time to time, such enquiries as the Franchisee deems reasonably necessary to obtain information about the legal structure, financial position, trading performance and creditworthiness of the Supplier including without limitation enquiries with the Supplier’s accountant and bank, any credit reporting agency, the Australian Securities and Investments Commission or any similar body or information service.

33. REPORTING

(1) The Supplier must provide to the Franchisee, quarterly electronic reporting on all Products supplied by the Supplier to the Franchisee for that quarter in a format requested by the Franchisee and containing such information as requested by the Franchisee from time to time.

(2) The Franchisee may request further information or clarification in relation to any report and the Supplier must provide such further information or clarification within 7 days of a request by the Franchisee for such further information or clarification.

34. AUDIT AND INSPECTIONS

(1) On reasonable notice to the Supplier, the Franchisee may require the Supplier to produce documentary records or permit access by the Franchisee or an independent auditor engaged by the Franchisee, to the Supplier’s premises during normal business hours for the purpose of inspecting the Products, the Supplier’s business practices and the Supplier's facilities.

(2) If the Supplier is found to have breached these Terms after completion of the audit process, without limiting any other rights of the Franchisee, the Supplier must pay all reasonable costs of the Franchisee (including the costs of any independent auditor), in carrying out the audit process.

INTELLECTUAL PROPERTY

35. INTELLECTUAL PROPERTY

(1) Harvey Norman Trade Marks are owned by the Licensor and are used under a limited licence by the Franchisee.

(2) The Supplier must not use or allow others to use any Harvey Norman Trade Mark without the prior written consent of the Licensor.

(3) The Supplier grants to the Franchisee and its third party contractors, a worldwide non-exclusive licence to use any trade marks of the Supplier or of any Related Body Corporate of the Supplier, for no charge, for the purpose of promoting Product for sale during the Term.

(4) The Supplier warrants now, and warrants at the time of each supply of Product by the Supplier to the Franchisee, that the Supplier

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either owns or is licensed or has obtained all other requisite consents from any third party to use all Intellectual Property subsisting in or required to be used to manufacture and supply Product to the Franchisee.

(5) The Franchisee may use, reproduce and/or publish, in whole or part, in any media, any materials or representations made by the Supplier (including on the Supplier's website) and the Supplier warrants now, and at all times during the Term, that such materials and representations are accurate and comply with all Laws.

LIABILITY AND INSURANCE

36. INDEMNITY AND LIABILITY

(1) The Supplier must indemnify and keep indemnified the Franchisee and its officers, employees, agents and subcontractors (each an Indemnified Party) in respect of any Claims made upon or against any of them, or any damage, loss, cost, expense (including legal costs and expenses on a solicitor and own client basis) or liability suffered or incurred by, any one or more of the Indemnified Parties, in connection with any Product and/or in connection with a breach of these Terms by the Supplier.

(2) The Franchisee holds for itself and on trust for each other Indemnified Party the benefit of each indemnity in these Terms expressed to be for the benefit of an Indemnified Party.

(3) Each indemnity is a continuing obligation, separate and independent from the Supplier’s obligations under these Terms.

(4) An Indemnified Party does not need to incur an expense or make a payment before enforcing an indemnity under these Terms.

(5) The Franchisee will not be liable to the Supplier for any one or more of the following: lost revenues; lost profits; lost business; lost data or data use; lost goodwill; lost anticipated savings; incidental loss;, indirect loss; consequential loss; special damages; economic or punitive damages, whether arising from or in connection with any breach of contract, negligence or any other cause of action, in connection with or relating to these Terms or the supply of Product by the Supplier to the Franchisee.

37. INSURANCE

(1) The Supplier must, from the Commencement Date, maintain with a reputable insurance company, until a date that is twelve (12) months after termination of these Terms:

(a) a public and product liability policy of insurance including for personal injury and property damage with a minimum limit of

$20,000,000.00 per claim and unlimited in the annual aggregate; and

(b) any other insurance required by Law.

(2) The Supplier must on request by the Franchisee provide evidence of the insurance required pursuant to this clause.

(3) The insurance policy required under clause 37(1)(a) must:

(a) include a cross liability clause (so that if one of the insured parties causes damage to another insured party then the

insurance cover will still apply) and a severability and non-imputation clause (so that the actions of one insured party will

not affect the insurance cover of another insured party) ;

(b) note the interest of the Franchisee as a named insured; and

(c) not have any special conditions or non-standard exclusions.

CONFIDENTIALITY AND PRIVACY

38. CONFIDENTIALITY

(1) Each party must treat as confidential all Confidential Information which comes into a party’s possession pursuant to or as a result of or in performance of these Terms, whether such information relates to the business, sales, marketing or technical operations of a party, the Intellectual Property Rights of a party, or otherwise, and may only disclose such details to those employees, contractors, nominees or representatives of a party who need to know such Confidential Information to enable them to carry out their duties for performance of the obligations of that party under these Terms.

(2) A party must not, without the prior written permission of a disclosing party, copy or cause to be copied or disclose any Confidential Information to a third party, or use or exploit Confidential Information other than in accordance with clause 38(1).

39. PRIVACY

Each party warrants it will comply with all applicable privacy laws and regulations including without limitation the provisions of the Privacy Act 1988 (Cth) (Privacy Act) and not collect, use or disclose Personal Information (as that term is defined in the Privacy Act) other than in accordance with the Australian Privacy Principles set out in the Privacy Act.

TERM AND TERMINATION

40. BREACH AND SUSPENSION

Where the Supplier breaches these Terms, or is suspected to be in breach of these Terms, the Franchisee may suspend the trading relationship with the Supplier until the Supplier has remedied the breach or these Terms are terminated. During any suspension, the Franchisee may suspend or cancel any Purchase Order by notice to the Supplier, and the Franchisee may continue to offer Product for sale and/or remove Product from sale at the sole discretion of the Franchisee.

41. TERM AND TERMINATION

(1) These Terms continue unless terminated in accordance with these Terms.

(2) Either party may terminate these Terms at any time by giving not less than 30 days written notice of termination to the other party, for convenience, without liability.

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(3) Either party may immediately terminate these Terms by written notice to the other party if:

(a) a party commits a material breach of these Terms, and where the breach:

(i) can be remedied and the party fails to remedy such breach within 10 Business Days after receipt of notice specifying the breach and requiring the party to remedy such breach; or

(ii) cannot be remedied; or

(b) a party sells or agrees to sell its business; or

(c) an Insolvency Event occurs in relation to a party.

(4) In addition to those matters set out in clause 41(3), the Franchisee may immediately terminate these Terms by written notice to the Supplier if a Change of Control occurs in respect of the Supplier.

42. CONSEQUENCES OF TERMINATION

(1) Where these Terms are terminated by either party, the Franchisee may, at the discretion of the Franchisee:

(a) withdraw Product from sale and return the Product at the Supplier’s expense to the Supplier and raise a Credit Claim for the aggregate of the Purchase Price of the returned Product and freight;

(b) refuse any delivery of any further Product; and/or

(c) continue to offer any Product currently held in stock for sale.

(2) Where these Terms are terminated, each party will:

(a) cease to use the Intellectual Property Rights of the other party;

(b) cease to represent that it has any affiliation with the other party;

(c) return all Confidential Information of the other party to the other party.

(3) Termination of these Terms will not affect the accrued rights or remedies of the Franchisee, in particular, but without limitation, the obligation of Supplier to:

(a) provide any indemnity contained in these Terms; and

(b) provide any remedy to the Franchisee where any Product does not comply with any Law including without limitation the Australian Consumer Law.

SUPPLIES TO A CATEGORY

43. CATEGORY ADDENDUMS

(1) The Supplier agrees to the terms set out in the relevant Category Addendum(s) provided to the Supplier from time to time.

(2) The terms set out in a Category Addendum are incorporated into and made part of these Terms, as if fully set out in their entirety in these Terms.

GENERAL

44. DISPUTE RESOLUTION

(1) Each party agrees that any dispute arising in connection with these Terms will be dealt with as follows:

(a) the party claiming that there is a dispute will send to the other party a notice setting out the nature of the dispute (Dispute Notice);

(b) within 2 Business Days of sending the Dispute Notice each party will nominate a representative to resolve the dispute, preferably not having prior involvement in the dispute;

(c) the representatives will attempt to resolve the dispute by direct negotiation between them to achieve an outcome satisfactory to the parties; and

(d) if the dispute is not resolved within 5 Business Days of the Dispute Notice either party may seek any other right available at law.

(2) This clause does not apply to action by either party under or purportedly under the termination provisions nor does it preclude either party from seeking interlocutory relief.

(3) Each party must continue to perform its obligations under these Terms notwithstanding the existence of a dispute.

(4) Where a Tax Invoice or Credit Claim is in dispute, the Supplier must not suspend, cancel or withdraw supply of Product to the Franchisee.

45. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform an obligation (other than to pay money) under these Terms caused by a Force Majeure Event. An affected party must notify the other party as soon as practicable of any anticipated delay caused by a Force Majeure Event and the performance of the affected party's obligation is suspended for the period of delay.

46. ASSIGNMENT

The Supplier must not assign its rights or obligations under these Terms.

47. NOTICE

A notice given by a party under these Terms may be delivered personally, by prepaid ordinary post or by email to the person at the Notice Address and will be treated as given and received:

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(a) if delivered personally, on delivery;

(b) if sent by prepaid ordinary post, on the 3rd Business Day (or on the 7th Business Day after the date of posting if posted to or from a place outside Australia); and

(c) if sent by email, on the day of transmission if a Business Day, or otherwise on the next Business Day.

48. ANNOUNCEMENTS

The Supplier must not make any press or other announcements or releases about the making or existence of these Terms.

49. NOMINEE

The Franchisee may, from time to time, nominate another person or entity to exercise any one or more of the rights of the Franchisee under these Terms. The Franchisee is not required to notify the Supplier when the Franchisee makes a nomination pursuant to this clause.

50. GENERAL

(1) Survival: Any obligation or term by its nature intended to survive termination, or payment, under these Terms is independent and survives termination of these Terms.

(2) Further action: Each party must do, at its expense, everything reasonably necessary (including executing documents) to give full effect to these Terms and any transaction contemplated by them.

(3) Severability: A term or part of these Terms that is illegal or unenforceable may be severed and the remaining terms or parts of these Terms will be valid and enforceable to the full extent of the Law.

(4) Governing Law & Jurisdiction: These Terms are governed by and construed in accordance with the Laws in New South Wales and the parties submit to the non-exclusive jurisdiction of those courts.

(5) Waiver: A provision of or a right created under these Terms may not be waived or varied except in writing signed by the party or parties to be bound.

(6) Trust Provisions: If the Supplier enters into these Terms as trustee, the Supplier acknowledges and warrants that these Terms bind it personally and in its capacity as trustee and the Supplier enters into these Terms for a proper purpose of the trust, that the Supplier has power and authority under the trust to enter into these Terms and that the Supplier has the right to be indemnified fully out of the trust property before the trusts’ beneficiaries for all liabilities the Supplier incurs under these Terms.

(7) Authority: Where any document is executed by a person on the Supplier’s behalf, that person warrants they have authority to execute the document on the Supplier’s behalf. Where the Supplier enters into these Terms as trustee, the Supplier warrants it has power and authority under the trust to enter into these Terms.

(8) Inconsistency: If there exists any inconsistency between these Terms and any other document relating to the subject matter set out in this document, these Terms will prevail to the extent of inconsistency.

(9) Relationship: The Supplier is an independent contractor of the Franchisee and nothing in these Terms is to be construed as creating any employment relationship, partnership or joint venture between the parties and their employees, officers, agents, successors or assigns.

(10) Legislation: Any present or future legislation which operates to vary an obligation or right, power or remedy of a person in connection with these Terms is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Law.

(11) Exercising Rights: A party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party does not prevent a further exercise of that or of any other right, power or remedy. Failure by a party to exercise or delay in exercising a right, power or remedy does not prevent its exercise.

(12) Approvals: A party may give conditionally or unconditionally or withhold its approval or consent in its absolute discretion unless these Terms expressly provides otherwise. In considering requests for its approval or consent a party must act with reasonable expedition.

51. DEFINITIONS

In these Terms and any associated document, the following expressions will mean the following unless inconsistent with the context:

Accounting Period means each calendar week in each year of the Term or such other period as agreed in writing between the parties.

Advertised Product means each Product advertised for sale at a price in Brand Advertising.

Application means an application made by the Supplier to supply goods to the Franchisee.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and includes the Competition and Consumer Regulations 2010 (Cth) and any amendments.

Authorised Location means, in respect of the Franchisee, any business or warehouse premises, including any electronic website, located in Australia where the Franchisee carries on business and offers Products for sale, including any location agreed in writing between the Supplier and the Franchisee to be an "Authorised Location".

Brand Advertising means advertising in any form of media under any Brand.

Brand includes each trade mark, name or style of business embodying any form of the words “Harvey Norman”, “Domayne”, “Joyce Mayne” or any other mark or style owned by the Licensor or a related body corporate of the Licensor.

Brand Support Contribution means any one or more of the following rebates and/or incentives:

(a) PVR;

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(b) Over and Above Rebate;

(c) Core Range Rebate;

(d) Contribution and Subsidy.

Business Day means a day that is not a Saturday, Sunday or public holiday in Sydney, New South Wales.

Category means any one or more of the following categories in which the Franchisee may carry on a franchise business; AVIT, Furniture, Bedding and Homewares, Flooring, Bathrooms and Renovations and Commercial.

Category Addendum means an addendum to these Terms, for any one or more Category which applies in respect of Product supplied by the Supplier to the Franchisee, as varied or replaced from time to time.

Change of Control means:

(a) where the Supplier is a corporation, any change to the power (whether legally enforceable or not) to control, whether directly or indirectly:

(i) the composition of the board of directors of that corporation;

(ii) the voting rights attached to the majority of the shares of the corporation; or

(iii) the management of the affairs of the corporation; and

(b) where the Supplier is trustee of a trust, any change to the power to:

(i) appoint or control the appointment of any new or additional trustee of the trust;

(ii) appoint any new or additional trustee of the trust; or

(iii) retire the trustee of the trust.

Claims includes all manner of actions, causes of action, arbitrations, debts, dues, costs, interest, demands, verdicts, judgements, fines and penalties, both at law or in equity or arising under the provisions of statute.

Commencement Date means the earlier of the following dates: (a) the date the Franchisee first issues a Purchase Order to the Supplier or other first request by the Franchisee to the Supplier for

the supply of Product by the Supplier to the Franchisee; and

(b) the date the Supplier signs the Application.

Confidential Information includes all information however recorded or retained and whether oral or written or electronically stored that is by its nature confidential or designated by a party as confidential, and includes, without limitation, information of each Affiliate, but does not include information made public (other than by breach of these Terms) and/or information required to be disclosed by Law.

Consumer has the meaning given to that term in the Australian Consumer Law, and includes a customer of the Franchisee.

Consumer Goods has the meaning given to it in the Australian Consumer Law.

Consumer Guarantee Breach means a breach of a consumer guarantee under the Australian Consumer Law in respect of a Product due to a manufacturing defect or other fault of the manufacturer.

Contribution and Subsidy means each contribution or subsidy agreed to be paid by the Supplier to the Franchisee, from time to time, as set out in a Contribution and Subsidy Offer.

Contribution and Subsidy Offer means each offer made by the Supplier to the Franchisee, from time to time, to pay the Franchisee Contribution and Subsidy.

Core Range Rebate means each amount calculated in accordance with a Core Range Rebate Offer, to be paid by the Supplier to the Franchisee.

Core Range Rebate Offer means each offer made by the Supplier to the Franchisee, from time to time, to pay the Franchisee rebates in relation to the sale of Products deemed as "core range".

Credit Claim means a claim issued by the Franchisee to the Supplier, from time to time, for the purpose of obtaining credit from the Supplier, including but not limited to in respect of any one or more of the following: faulty goods; price protection; cost price markdowns; costs incurred for repairs; returned goods; advertising; interest; overpayments or for any other reason as agreed by the Franchisee and the Supplier.

Credit Claim Rejection Letter means a letter from the Supplier to the Administration Manager of the Franchisee which: advises the Franchisee that the Supplier rejects a Credit Claim of the Franchisee; sets out the reasons for the rejection; and attaches supporting evidence of the reasons for the rejection.

Delivery Address means the address notified by the Franchisee to the Supplier from time to time, as the location for delivery of Product by the Supplier to the Franchisee.

Delivery Date means, in respect of a Purchase Order, the date noted on that Purchase Order as the date the Product, the subject of that Purchase Order, must be delivered to the Delivery Address, or such other date as later agreed in writing between the Supplier and the Franchisee.

Force Majeure Event means an act of God, terrorism, strike, lock out or other industrial action other than those specifically caused by or arising from a party’s action or inaction, war, riot, insurrection, vandalism or sabotage, and law and administrative order or act of general or particular application.

Franchisee means the HN Franchisee that purchases Product from the Supplier, pursuant to these Terms.

Franchisor means the subsidiary of Holdings that has entered into a franchisee agreement with the Franchisee governing the use of intellectual property (belonging to or licensed to the Franchisor) utilising some or all of the Harvey Norman Trade Marks.

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GST has the meaning given to that term in the GST law and includes any replacement or similar tax.

GST law means A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and related imposition Acts of the Commonwealth, as amended from time to time.

Harvey Norman Trade Mark means each trade mark, name or style of business embodying any form of the words “Harvey Norman®”, “Domayne®”, “Joyce Mayne®” or any other mark or style owned by the Licensor.

HN Franchisee means an entity with whom Holdings or a subsidiary of Holdings (as franchisor) has entered or in the future enters into a franchise agreement governing the use of intellectual property belonging to the franchisor, including trademarks embodying all or any of the words "Harvey Norman", "Domayne" or "Joyce Mayne".

Holdings means Harvey Norman Holdings Limited ACN 003 237 545.

Insolvency Event means the appointment of an administrator or other external manager, a compromise or arrangement with creditors, a winding-up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy or similar event.

Intellectual Property means all intellectual property rights, including without limitation patents, copyright, rights in circuit layouts, designs, domain names, trade marks and any application, and any right to apply for registration of any common law right to any of the aforementioned intellectual property rights. Interest Rate means ten percent (10%) per annum. Laws mean all laws, including State, Territory and Commonwealth laws, regulations and bi-laws in force in Australia from time to time, common law and principles of equity and any relevant international laws. Licensor means Harvey Norman Retailing Pty Ltd ACN 010 542 524 and includes its assignees, substitutes and any additional owner or licensor of any Harvey Norman Trade Mark from time to time.

Notice Address means, in respect of the Franchisee, the relevant Authorised Location, and in respect of the Supplier, the address set out in the Application or as otherwise advised by the Supplier to the Franchisee in writing during the Term.

Over and Above Rebate means each amount calculated in accordance with an Over and Above Rebate Offer.

Over and Above Rebate Offer means each rebate offer made by the Supplier to the Franchisee, from time to time, to pay the Franchisee rebates including, but not limited to, in respect of any one or more of the following: specified short term targets; share of voice in catalogue advertising and/or email marketing campaigns; forecasting purchase commitments; and in-store demonstrators.

Payment Details in respect of a Tax Invoice, has the meaning given to that term which corresponds with the relevant Payment Term, as selected by the Supplier in the relevant Category Addendum.

Payment Term in respect of a Tax Invoice, has the meaning given to that term as selected by the Supplier in the relevant Category Addendum.

PPSA Act means the Personal Property Securities Act 2009 (Cth).

Price means, in respect of a Product, the price for that Product as set out in any relevant Price List or as otherwise agreed in writing between the Franchisee and the Supplier.

Price List means a list, as amended or replaced from time to time pursuant to these Terms, that sets out the price the Supplier will offer to sell a Product(s) to the Franchisee.

Product means:

(a) in respect of a Purchase Order, the goods specified in that Purchase Order which the Supplier offers to supply to the Franchisee; and

(b) where used generally in these Terms, means those goods supplied or offered to be supplied by the Supplier to the Franchisee from time to time.

Product Change Notification Form means a form required to be completed by the Supplier from time to time to effect a change in a Product or a change in the Purchase Price.

Promotional Product Report means a report provided to the Supplier by the Franchisee from time to time prior to publication of any Brand Advertising confirming details of the Products of the Supplier to be advertised and the Supplier's representations in respect of those Products.

Purchase Money Security Interest has the meaning given to that term in the PPSA Act.

Purchase Order means each order by the Franchisee to the Supplier for the supply of Product by the Supplier to the Franchisee.

Purchase Price means:

(a) in respect of a Purchase Order, the price payable for the Product the subject of that Purchase Order, which price is the price as set out in the Price List current as at the date of that Purchase Order, or such other price as agreed to in writing between the Supplier and the Franchisee, and which price is inclusive of any taxes, duties or other levies which may be imposed on such Products and which is inclusive of all packaging, insurance and the cost of delivery to the Authorised Location; and

(b) where used generally in these Terms, means the price payable by the Franchisee for Product from time to time as set out in the Price List and which price is inclusive of any taxes, duties or other levies which may be imposed on such Products and which is inclusive of all packaging, insurance and the cost of delivery to the Authorised Location.

PVR means each amount calculated in accordance with the relevant section of the applicable Category Addendum, to be paid by the Supplier to the Franchisee.

Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth).

Settlement Advice means, for a relevant Accounting Period, a document provided by the Franchisee to the Supplier which sets out the amounts of Brand Support Contribution payable by the Supplier to the Franchisee for that Accounting Period.

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Settlement Discount means a discount off the amount stipulated in a Tax Invoice, calculated in accordance with the relevant section of the applicable Category Addendum.

Supplier means the party named in the Application, or such other entity as notified by the Supplier to the Franchisee in writing from time to time and includes each entity or person that issues the Franchisee with a Tax Invoice for the supply of Product.

Supplier Personnel includes the officers, employees, agents or approved subcontractors of the Supplier.

Tax Invoice means a tax invoice given by the Supplier to the Franchisee from time to time, in accordance with the GST law, in respect of each supply of Product by the Supplier to the Franchisee.

Term means the period commencing on the Commencement Date and ending on the Termination Date.

Termination Date means the date of termination as set out in a Termination Notice.

Termination Notice means a notice given by one party to another party to terminate these Terms, pursuant to clause 41.

Terms means these Trading Terms (including any terms set out in any applicable Category Addendum(s)).

52. INTERPRETATION

Unless the context in these Terms require otherwise:

(1) the singular includes the plural and vice versa;

(2) a reference to a clause, annexure or addendum is to a clause, annexure or addendum to these Terms and a reference to these Terms includes any addendum or annexure;

(3) a reference to party or parties, includes the Supplier and the Franchisee, and a party's executors, administrators, successors and permitted assigns and substitutes;

(4) the meaning of general words, such as “including”, is not limited by specific examples;

(5) unless defined elsewhere in these Terms, a word or expression starting with a capital letter has the meaning given to that word or expression set out in clause 51 or otherwise as set out in the Application or an addendum; and

(6) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.