Trade Terms.

1. Definitions

In these Trade Terms:

• "UPP", "we", "our", "us" means Urban Pet Products Pty Ltd (ACN 611 971 530).
• "Customer", "you", "your" means the trade account holder.
• "Goods" means the products supplied by UPP to the Customer under these Trade Terms.
• "Order" means an order for Goods placed by the Customer.

2. Trade account application

Trade accounts are available to approved Australian businesses operating in pet specialty, lifestyle, homewares, major retail, marketplace, or online retail. Approval is at UPP's discretion. Approval may be revoked if a Customer breaches these Trade Terms or trades in a way that damages a brand in the UPP portfolio.

3. Orders

Orders are placed in writing to UPP and are subject to acceptance by UPP. UPP may decline any Order at its discretion. There is no minimum first order. Subsequent minimum order quantities may apply by brand and will be confirmed at account onboarding.

4. Pricing

Trade pricing is provided to approved trade accounts and is confidential. Trade pricing is exclusive of GST unless stated otherwise. UPP may amend trade pricing with at least 30 days' written notice to active trade accounts.

5. Payment

Standard payment terms are 30 days from the date of invoice. UPP may agree alternative terms with specific accounts. UPP reserves the right to suspend supply to any account with overdue invoices.

6. Delivery and risk

Goods are delivered to the address nominated by the Customer in the Order. Title in the Goods does not pass to the Customer until UPP has received payment in full. Risk in the Goods passes to the Customer on delivery.

7. Returns and defects

Faulty or damaged Goods must be notified to UPP within 7 days of delivery with photographs and the relevant Order reference. UPP will repair, replace, or credit defective Goods at its discretion. Goods that are not faulty are not returnable.

This clause does not exclude any rights the Customer has under the Australian Consumer Law.

8. Brand and marketing

The Customer agrees to:

• Present and merchandise UPP-distributed Goods in line with brand guidelines provided by UPP.
• Sell Goods at or above any minimum advertised pricing (MAP) communicated by UPP.
• Use only approved imagery and brand assets in marketing the Goods.
• Not sell Goods through unauthorised channels (including unapproved online marketplaces) without UPP's written consent.

Breach of this clause may result in suspension of the trade account.

9. Confidentiality

Trade pricing, sell-through data, brand commercials, and any other commercial information shared between UPP and the Customer is confidential and may not be disclosed to third parties without written consent.

10. Termination

Either party may terminate a trade account on 30 days' written notice. UPP may terminate immediately if the Customer breaches these Trade Terms, becomes insolvent, or trades in a way that damages a brand in the UPP portfolio.

11. Limitation of liability

To the maximum extent permitted by law, UPP's total liability under these Trade Terms is limited to the price paid by the Customer for the Goods that gave rise to the claim. Nothing in these Trade Terms excludes any consumer guarantee that cannot be excluded under the Australian Consumer Law.

12. Governing law

These Trade Terms are governed by the laws of Western Australia, Australia. Both parties submit to the exclusive jurisdiction of the courts of that state.

13. Changes

UPP may update these Trade Terms from time to time. The current version is published on our website. Material changes will be notified to active trade accounts in writing.