T&C Explanatory Communication to Wholesale Customers

Formula Sports Terms and Conditions

Formation

When you place an order (Order) with Formula Sports Pty Ltd (ABN 81 615 654 469) (we, us, our) for the purchase of products (Products), and we accept that Order or issue an invoice, an agreement is formed between you (you, your) and us consisting of your Order, invoice and these Terms and Conditions (Agreement).

By placing an Order, you acknowledge and agree to be bound by this Agreement.

Title and Risk

Title to the Product(s) passes to you only once full payment of all monies owing to us in relation to the Product(s) has been received.

Risk in the Product(s) passes to you upon delivery to the nominated delivery address.

Prices, GST and Payment

All prices are quoted in Australian dollars unless otherwise stated and are exclusive of GST.

If GST is payable on a taxable supply, you must pay the GST amount in addition to the stated price.

Prices are subject to change without notice.

Payment must be made by the due date stated on the invoice or otherwise advised by us. We reserve the right to require full payment prior to dispatch.

Orders and Stock Availability

Orders must include the Product type(s), quantities, delivery address and any other information reasonably required by us.

We will arrange delivery of Product(s) to the address nominated by you.

All orders are subject to product availability. We reserve the right, in our sole discretion, to:

• allocate limited stock;
• partially fulfil orders;
• cancel unavailable items; or
• delay supply where stock or supply chain disruptions occur.

We are not liable for delays in dispatch or delivery arising from circumstances beyond our reasonable control.

Any shortages, incorrect deliveries, missing goods or transit issues must be reported to accounts@formulasports.com.au within 7 days of delivery.

Returns, Credits and Cancellations

Credits, returns or replacements may be provided at our sole discretion and subject to inspection and approval by Formula Sports.

Requests for returns or credits must be submitted to sales@formulasports.com.au and accompanied by a valid Return Authorisation (RA) number issued by us.

Returns without an approved RA number may not be accepted.

Reseller Obligations and Restrictions

You are solely responsible for the resale of the Product(s) to your customers and/or sub-distributors, including any returns, refunds or exchanges provided by you to your customers.

You must not make any representation, warranty or guarantee on behalf of Formula Sports unless expressly authorised by us in writing.

You must not:

• sell Formula Sports branded Product(s) on the Amazon ecommerce marketplace; or
• supply Product(s) to any entity for the purpose of resale on Amazon.

You must ensure that any sub-distributor or reseller engaged by you complies with these restrictions.

Any breach of this clause may result in suspension or termination of supply arrangements, cancellation of pending orders, or refusal of future orders at our sole discretion.

Intellectual Property

All intellectual property rights relating to the Product(s), including trademarks, branding, logos, product images, catalogues and marketing materials, remain the property of Formula Sports Pty Ltd or its licensors.

You may use approved Formula Sports marketing materials solely for the purpose of promoting and reselling the Product(s).

You must not alter, modify or misuse any Formula Sports intellectual property without our prior written consent.

Warranty and Liability

Nothing in this Agreement excludes, restricts or modifies any rights or remedies available under the Competition and Consumer Act 2010 (Cth) or any other applicable law that cannot lawfully be excluded.

To the fullest extent permitted by law:

• all other warranties, conditions and representations relating to the Product(s) are excluded; and
• our liability for any claim relating to the Product(s) is limited, at our option, to replacement, repair, resupply or credit for the relevant Product(s).

We are not liable for any indirect, incidental, consequential or special loss, including loss of profit, loss of revenue or business interruption arising from the supply or resale of the Product(s).

Force Majeure

We are not liable for any delay or failure to perform obligations due to events beyond our reasonable control, including supplier shortages, shipping delays, customs delays, transport disruption, industrial disputes, natural disasters or government action.

Indemnity

You indemnify us against any loss, damage, liability, claim or expense incurred by us arising from:

• your breach of this Agreement; or
• your resale or use of the Product(s).

Suspension and Termination

We reserve the right to suspend or terminate supply, trading terms or account access immediately where:

• you breach this Agreement;
• payment obligations are not met;
• you engage in unauthorised marketplace sales; or
• we reasonably determine that continuing supply is commercially inappropriate.

General

Nothing in this Agreement creates a relationship of employment, partnership, joint venture or agency between the parties.

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications relating to its subject matter.

We may subcontract any obligation under this Agreement.

Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

We may amend these Terms and Conditions from time to time by publication on our website or by written notice. Continued purchase of Product(s) after notification constitutes acceptance of the amended terms.

Governing Law

This Agreement is governed by the laws of Queensland, Australia.

The parties submit to the non-exclusive jurisdiction of the courts of Queensland and the Commonwealth of Australia.