Wholesale Supply Agreement — Australia & New Zealand
Issue: May 2026 (supersedes July 2024)

These Trade Terms & Conditions ("Terms") govern the supply of Goods by 25/8 Electrical Pty Ltd (ABN 70 664 290 822), trading as LERIN TOOLS ("the Seller"), to wholesale, trade and reseller customers ("the Customer") across Australia and New Zealand. These Terms apply to all Orders placed with the Seller and supersede the July 2024 issue. Retail / consumer sales through lerintools.com.au are governed by our separate Retail Terms & Conditions.

Definitions
"Customer" means the person, firm or company placing an Order with the Seller.
"Delivery" means delivery of Goods at the address nominated by the Customer or, where collected, on collection from the Seller's premises.
"Goods" means the goods supplied or to be supplied by the Seller to the Customer.
"Order" means any order for Goods placed by the Customer with the Seller, however communicated.
"Seller" means 25/8 Electrical Pty Ltd (ABN 70 664 290 822) trading as LERIN TOOLS.
"ACL" means the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
"GST" means Goods and Services Tax as defined under A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"PPS Law" means the Personal Property Securities Act 2009 (Cth).
"Price List" means the Seller's current wholesale price list as published or supplied to the Customer from time to time.
"Freight Schedule" means the Seller's current freight, delivery and minimum-order schedule published at lerintools.com.au/freight or supplied to the Customer on request.

1. Acceptance
1.1 By placing an Order, the Customer agrees that these Terms govern the supply of all Goods by the Seller, to the exclusion of any terms or conditions contained in the Customer's purchase order, acknowledgement or other document. Any such terms are expressly rejected unless accepted in writing by the Seller.

1.2 These Terms prevail over any inconsistent terms in any prior or contemporaneous course of dealing, quote, tender response or purchase-order document of the Customer.

2. Change in Control
2.1 The Customer must give the Seller at least fourteen (14) days' written notice of any proposed change of ownership, control, partnership composition, trustee, or other change affecting the Customer's identity or capacity to perform its obligations.

2.2 Until such notice is received, the Customer (and its directors, partners or trustees) remains liable for all amounts owing to the Seller, irrespective of the change.

3. Orders
3.1 An Order placed by the Customer is binding once accepted by the Seller in writing or by the Seller's performance (including dispatch of the Goods).

3.2 The Seller may, in its discretion, refuse, accept in part, or hold any Order pending credit, stock or other checks.

3.3 Once accepted, an Order may not be cancelled, varied, reduced or altered by the Customer without the Seller's prior written consent. Where the Seller agrees to a variation it may charge a reasonable restocking, handling or administration fee.

4. Prices
4.1 Prices are as set out in the Seller's current Price List at the date of Order acceptance, unless otherwise agreed in writing.

4.2 All prices are quoted in Australian Dollars (AUD) and are exclusive of GST unless expressly stated to be GST-inclusive.

4.3 Between Order acceptance and Delivery the Seller may amend the price where there has been a material change in input costs, including (without limitation) raw-material prices, freight, duty or tariff changes, or a foreign-exchange movement between AUD and USD or AUD and CNY exceeding five per cent (5%). The Seller will notify the Customer of any such increase and the Customer may cancel the affected Order within five (5) business days of that notice; if the Customer does not cancel within that period the amended price applies.

4.4 GST, stamp duty, withholding tax and any other taxes or duties payable in respect of the Goods are payable by the Customer in addition to the price. If the Seller pays any such amount it will be reimbursed by the Customer on demand.

5. Payment and Credit Terms
5.1 Unless the Customer holds an approved credit account with the Seller, payment in full is due prior to dispatch of the Goods.

5.2 For credit-account customers, payment is due by the last day of the calendar month following the date of invoice ("End of Month + 30" or "EOM30"), unless other terms are recorded in writing on the Customer's signed Credit Application.

5.3 Specific terms recorded in writing on the Customer's signed Credit Application override the default in clause 5.2 in respect of that Customer only.

5.4 Payment must be made by electronic funds transfer to the account nominated on the tax invoice. Card payments are accepted at the Seller's discretion and attract a surcharge of 1.5% of the invoice value.

5.5 A tax invoice will be issued at the time of dispatch. Recipient-Created Tax Invoices (RCTI) do not apply unless separately agreed in writing.

5.6 The Customer must notify the Seller in writing of any disputed item on an invoice within seven (7) days of the invoice date. Failing such notice, the invoice is deemed accepted in full.

6. Overdue Payments
6.1 If the Customer fails to make any payment when due, the Seller may, without prejudice to any other right:

(a) suspend or cancel any further Deliveries to the Customer;
(b) treat the entire balance owing as immediately due and payable;
(c) charge interest on the overdue amount at the Reserve Bank of Australia cash rate target plus five per cent (5%) per annum, calculated daily from the due date until payment in full;
(d) apply any payment first against accrued interest and recovery costs, and then against the principal;
(e) recover from the Customer all costs of collection, including mercantile agents' and lawyers' fees on a full indemnity basis;
(f) report the Customer's default to credit reporting bodies (including illion and Equifax) consistent with the Privacy Act 1988 (Cth) and clause 12.

7. Cancellation and Returns
7.1 The Customer may not:

(a) cancel, or defer Delivery of, an Order or part of an Order after it has been accepted by the Seller; or
(b) return Goods already delivered, except with the written consent of the Seller and on terms that reimburse and indemnify the Seller against all loss, including return freight, restocking fees, bank charges and other incidental expenses.

7.2 Where the Seller agrees in its discretion to accept a return of Goods, the Customer must:

(a) obtain a Return Authorisation (RA) number from the Seller before returning any Goods;
(b) return the Goods in their original, unopened, unmarked and resalable packaging within fourteen (14) days of the RA being issued;
(c) pay return freight at its own cost; and
(d) pay a restocking fee of twenty per cent (20%) of the invoiced price of the returned Goods, which the Seller may deduct from any refund or credit.

7.3 The Seller will not accept the return of Goods that are special-order, custom-built, marked, opened, used, modified, damaged through handling, or where the original packaging is missing or damaged.

8. Acceptance and Claims
8.1 Acceptance of the Goods by the Customer is deemed to occur seven (7) days from Delivery, after which time no claim for shortage, damage or defect apparent on reasonable inspection will be accepted.

9. Delivery and Freight
9.1 Freight is charged in accordance with the Seller's current Freight Schedule. As at the issue date, the Freight Schedule is:

$25.00 flat freight on orders under $250.00 ex GST

Free In-Store (FIS) delivery on orders of $250.00 ex GST or more

Special programs may apply at the Seller's discretion (e.g. promotional FIS thresholds for specific Customer groups during agreed periods).

9.2 Delivery occurs when the Goods are left by the Seller (or its nominated carrier) at the delivery address specified in the Order even if the Customer is not present, or when the Customer (or its nominated carrier) takes possession of the Goods at the Seller's warehouse.

9.3 The Customer must provide clear access for delivery and at its own expense provide all necessary assistance in unloading the Goods.

9.4 The Customer must inspect Goods on Delivery and notify the Seller in writing of any shortages, damage or defects within seven (7) business days of Delivery, with the advice-note or consignment-note details, the carrier, the date the carrier was advised, and a description of the damage or shortage. Strict compliance with this clause is required.

9.5 Estimates of dispatch and delivery dates are given in good faith but are not binding. The Seller has no liability for any delay or failure to deliver where the cause is outside its reasonable control.

9.6 The Seller may deliver in instalments or partial shipments and the Customer must accept each Delivery. Each instalment may be invoiced separately.

9.7 If Delivery is delayed for a cause other than the Seller's own negligence, the Customer is liable for any extra charges, losses or expense incurred by the Seller, and is not entitled to cancel the Order by reason of such delay.

10. Retention of Title and Passage of Risk
10.1 The Seller remains the legal and beneficial owner of all Goods sold by the Seller to the Customer until all amounts due in respect of all Goods have been received by the Seller in cleared funds. This applies even if the Customer installs the Goods or commingles the Goods with other goods.

10.2 Except to the extent agreed in writing by the Seller, the Customer must hold the Goods as the Seller's fiduciary bailee and must keep the Goods physically separate from all other goods purchased by the Customer from other suppliers.

10.3 The Customer must notify the Seller of all premises at which it holds any Goods supplied under these Terms. The Customer must allow the Seller to enter upon its premises to inspect the Goods on reasonable notice from time to time.

10.4 If:

(a) the Customer fails to pay any amount (in whole or in part) payable in respect of any Goods by the time required for payment; or
(b) the Customer enters into bankruptcy, liquidation, a composition with its creditors, has a receiver or manager appointed over all or any part of its assets, enters into administration or becomes insolvent;

the Seller may, without notice to the Customer, enter at any reasonable time any premises where Goods are located (or believed by the Seller to be located) and take possession of those Goods not paid for, and any other Goods to the value of the amount owing. The Seller's permission to enter the Customer's premises for that purpose is irrevocable. The Seller is not liable to the Customer in contract, tort or otherwise for any costs, damages, expenses or losses incurred by the Customer as a result of any action taken by the Seller under this clause.

10.5 If any Goods belonging to the Seller are sold or otherwise disposed of by the Customer, or if any insurance claim is made in respect of them, the Seller is entitled to trace and receive the sale or insurance proceeds. The Customer must notify the Seller of all insurance claims made by it in respect of Goods and must keep the proceeds of sale or insurance in a separate bank account on trust for the Seller.

10.6 The Customer must reimburse to the Seller all costs incurred by the Seller in exercising its rights under this clause.

10.7 Risk in all Goods passes to the Customer on Delivery. The Customer's obligation to insure the Goods commences when risk passes. The Customer must insure the Goods for their full value and ensure the Seller's interest is noted on the policy.

11. Personal Property Securities Act 2009 (Cth) (PPS Law)
11.1 This clause applies to the extent that these Terms provide for or contain a "security interest" for the purposes of the PPS Law.

11.2 The security interest granted to the Seller is a "purchase money security interest" (PMSI) to the extent it can be under section 14 of the PPS Law.

11.3 The Customer agrees that all collateral which is at any time subject to the Seller's security interest secures its own purchase price and, to the extent possible under PPS Law, secures the purchase price of all collateral supplied to the Customer.

11.4 The Seller may register its security interest on the Personal Property Securities Register. The Customer must do anything (such as obtaining consents and signing documents) which the Seller requires for the purposes of:

(a) ensuring the Seller's security interest is enforceable, perfected and otherwise effective under PPS Law;
(b) enabling the Seller to gain first priority (or any other priority agreed in writing) for its security interest; and
(c) enabling the Seller to exercise rights in connection with the security interest.

The Customer grants the Seller an irrevocable power of attorney to do anything the Seller considers the Customer should do under this clause.

11.5 The rights of the Seller under these Terms are in addition to, and not in substitution for, the Seller's rights under any other law (including PPS Law).

11.6 Sections 95, 96, 125, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPS Law do not apply (to the extent permitted) in respect of Goods that are not used predominantly for personal, domestic or household purposes.

11.7 The Customer waives its rights to receive a verification statement under section 157 of the PPS Law.

11.8 Solely for the purpose of section 275(6) of the PPS Law, the parties agree that neither must disclose information of the kind that can be requested under section 275(1), to the extent so requested.

12. Privacy
12.1 The Customer consents to the Seller exchanging information about the Customer with credit providers named as trade referees by the Customer and with credit reporting bodies, for the purposes of:

(a) assessing an application by the Customer;
(b) notifying other credit providers of a default by the Customer;
(c) exchanging information with other credit providers as to the status of the credit account, where the Customer is in default; and
(d) assessing the creditworthiness of the Customer.

12.2 The Customer consents to the Seller using and retaining personal credit information for the provision of Goods, marketing of Goods, credit assessment, processing payment instructions, and the daily operation and collection of the Customer's account.

12.3 The Seller's full Privacy Policy is published at lerintools.com.au/privacy and forms part of these Terms.

13. Warranty
13.1 LERIN TOOLS warrants that the Goods are free from defects in materials and workmanship under normal use and service for twenty-four (24) months from the date of original purchase by the Customer ("Warranty Period"). The Warranty Period applies equally to domestic and light-commercial use.

13.2 The warranty covers, at the Seller's option, repair, replacement, or refund of the defective Good. The warranty does not cover damage arising from misuse, abuse, neglect, abnormal wear, accidental damage, modification, unauthorised repair, or use of the Good outside its specified application.

13.3 To make a warranty claim, the Customer must contact the Seller at sales@lerintools.com.au with proof of purchase, a description of the defect, and photographs where requested. The Customer is responsible for return freight to the Seller's nominated address; if the claim is upheld, the Seller will reimburse reasonable return freight or arrange return shipment of the repaired or replacement Good at no cost.

13.4 This express warranty is in addition to, and does not limit, any rights the Customer may have under the ACL where the Customer is a "consumer" within the meaning of the ACL.

13.5 The Customer warrants that, where it is acquiring the Goods for the purpose of re-supply (i.e. as a reseller), it is not acquiring the Goods "as a consumer" for the purposes of the ACL, and clause 14 limits the Seller's liability accordingly.

14. Limitation of Liability
14.1 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy under the ACL or any other law that cannot be lawfully excluded.

14.2 To the extent permitted by law, the Seller's liability for breach of any non-excludable guarantee is limited, at the Seller's option, to:

(a) replacement of the Goods or supply of equivalent Goods;
(b) repair of the Goods;
(c) payment of the cost of replacing the Goods or acquiring equivalent Goods; or
(d) payment of the cost of having the Goods repaired.

14.3 To the extent permitted by law, the Seller is not liable for any indirect, consequential, special or punitive loss or damage, loss of profit, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill, whether arising in contract, tort (including negligence) or otherwise.

14.4 The Seller's aggregate liability under or in connection with these Terms in respect of any Order is capped at the price paid by the Customer for the Goods the subject of that Order.

14.5 Where the Customer is not a "consumer" within the meaning of the ACL (see clause 13.5), the Seller's liability for any defect or damage in the Goods is limited to the value of any express warranty provided in clause 13 and is otherwise excluded to the extent permitted by law.

15. Force Majeure
15.1 Neither party is liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent caused by an event beyond its reasonable control, including but not limited to: acts of God; fire, flood, earthquake or other natural disaster; pandemic, epidemic or quarantine restrictions; war, terrorism or civil unrest; government action, sanctions or embargoes; strikes or labour disputes (other than those of its own workforce); failures of telecommunications or internet infrastructure; shortages of raw materials, components or shipping capacity (including container shortages, port closures or congestion); and shipping or freight delays from international suppliers.

15.2 The affected party will give the other party prompt written notice of the event and use reasonable endeavours to mitigate its effects.

15.3 If the event continues for more than sixty (60) days, either party may terminate the affected Order(s) by written notice, in which case the Seller will refund any pre-payment for Goods not delivered, less any reasonable costs already incurred.

16. Design and Specifications
16.1 The Seller may improve or modify product designs, specifications, materials and finishes without prior notice.

16.2 Technical data, drawings, photos and descriptions published at lerintools.com.au, in catalogues or in marketing material are for general guidance only and do not form part of any contract unless expressly confirmed in writing by the Seller at the time of Order acceptance.

16.3 Image colours and finishes may vary from the actual Good.

17. Modifications to these Terms
17.1 The Seller may amend these Terms from time to time by giving notice to the Customer. Notice is deemed given (whether or not actually received) when the Seller:

(a) sends notice of the amendment to the Customer at any address (including an email address) supplied by the Customer; or
(b) publishes the amended Terms at lerintools.com.au/terms.

18. Confidentiality
18.1 The Customer must keep confidential all non-public Seller information disclosed to it, including trade pricing, supplier terms, product roadmaps, marketing strategies, distribution plans and any technical specifications marked or reasonably understood to be confidential. This obligation survives termination of any Order and these Terms.

18.2 The Customer must not publish, advertise or display the Seller's wholesale or trade prices to the general public without the Seller's prior written consent. RRP and consumer-facing pricing are not subject to this clause.

19. General
19.1 If any provision of these Terms is unlawful or invalid by reason of any applicable statute or rule of law, that provision is severed from the rest of these Terms which remain valid and binding on the parties. A reference to any statutory provision includes a reference to that provision as amended or replaced.

19.2 The failure by the Seller to enforce any clause of these Terms is not a waiver of that clause, nor does it affect the Seller's right to subsequently enforce that clause.

19.3 The law of Victoria, Australia governs these Terms. Each party submits to the non-exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia.

19.4 Written notices may be given by post or email to the addresses recorded in the Customer's most recent Credit Application or Order.

19.5 These Terms, the relevant Order(s), and the Customer's Credit Application (if any) form the entire agreement between the parties and supersede all prior agreements relating to the same subject matter.

19.6 The Customer may not assign its rights or obligations under these Terms without the Seller's prior written consent. The Seller may assign to a related body corporate or in connection with a sale of its business.

25/8 ELECTRICAL PTY LTD t/as LERIN TOOLS | ABN 70 664 290 822 | Issue May 2026
sales@lerintools.com.au | 0466 382 487 | lerintools.com.au