Trade Terms.

• Part A applies to every trade account.
• Part B also applies if you are a dropship account.
• Part C also applies if we have approved you for credit.

By applying for a trade account or placing an Order, you agree to these Trade Terms.

Part A — General terms (all accounts)

1. Definitions and how other agreements fit

1.1 UPP, we, us and our means Urban Pet Products Pty Ltd (ACN 611 971 530). You and your means the trade account holder. Goods means products we supply to you. Order means an order for Goods you place with us. ACL means the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)). Business day means a weekday that is not a public holiday in Western Australia.

1.2 We may also sign a separate written agreement with you, such as a Dropship Agreement or a Confidentiality Agreement. That agreement adds to these Trade Terms. It overrides a clause of these Trade Terms only where it expressly says it does. Otherwise, these Trade Terms apply.

2. Trade accounts

2.1 Trade accounts are open to Australian businesses with an active ABN that sell in pet specialty, lifestyle, homewares, retail, marketplace or online channels.

2.2 We decide whether to approve an application. You must give us accurate information and tell us promptly if your business name, ABN, ownership, address or contact details change.

2.3 We may only suspend or close an approved account under clause 15.

3. Orders

3.1 Place Orders in writing (email, our trade portal or another method we agree). An Order is binding once we accept it in writing or dispatch the Goods.

3.2 We may decline an Order, for example because of stock availability, an overdue account or a credit limit. If we decline, we will tell you promptly and refund any payment for that Order.

3.3 There is no minimum first order. Minimum order quantities and free-freight thresholds for later Orders are set out in your account onboarding confirmation. We will give you 30 days' written notice before changing them.

3.4 You may cancel an accepted Order at no cost before we dispatch it. Special or indent orders we have told you in writing are non-cancellable are an exception.

3.5 We will tell you as soon as practicable if Goods are out of stock or delayed. You may then cancel the affected part of the Order for a full refund.

4. Pricing

4.1 Trade prices are those in our current trade price list. They exclude GST and, unless stated otherwise, exclude freight.

4.2 You set your own resale prices. Any recommended retail price (RRP) we give you is a guide only. You are free to sell and advertise the Goods at any price you choose, and we will not withhold supply because of your pricing.

4.3 We may change trade prices or freight charges by giving you at least 30 days' written notice. Orders we accept before the change takes effect are supplied at the price that applied when you placed them.

4.4 Our trade price list is confidential (see clause 13).

5. Payment

5.1 Payment before dispatch. Unless we have approved you for credit under Part C, you must pay for each Order in full before we dispatch it, by card, bank transfer or another method we accept. We dispatch once we have received cleared payment.

5.2 Credit at a later date. We may offer credit terms at a later date, for example once you have an established trading history with us. Credit is available only if we agree to it in writing, and Part C then applies.

5.3 Prepaid balance. You may keep a prepaid balance on account with us. We apply it to each Order and show the remaining balance on your invoice or statement. We will refund any unused balance within 10 business days of your written request or of your account closing, less any amount you owe us.

5.4 Unpaid Orders. If an Order is not paid within 5 business days of our invoice, we may cancel it by written notice.

5.5 We will issue a valid tax invoice for each Order. Pay only into the bank account shown on our invoice. We will never change our bank details by email alone, so always confirm any change by phone on 1300 356 700 before paying.

5.6 If an amount is overdue, we may charge interest on it at 4% per annum above the Reserve Bank of Australia cash rate target on the due date, calculated daily from the due date until paid. You must also pay our reasonable costs of recovering overdue amounts, such as debt collection fees.

5.7 While any amount is overdue, we may hold or suspend Orders after giving you written notice. We will resume supply once your account is up to date.

6. Delivery

6.1 We deliver to the address in your Order using a carrier we choose, unless we agree otherwise.

6.2 Dispatch and delivery times we give are estimates. We will tell you promptly about any material delay.

7. Title and risk

7.1 Risk in the Goods passes on delivery to the address in the Order.

7.2 You own the Goods once we have received payment in full for them. For credit accounts, Part C also applies.

8. Transit damage, shortages and faults

8.1 Transit damage, shortages and wrong items. Tell us within 7 days of delivery, with photos and the Order number. We will replace the Goods or credit you, at our cost.

8.2 Faults found later. If a Good develops a fault after delivery (including one reported by your customer), tell us as soon as reasonably practicable by email to support@urbanpetproducts.com.au or by phone on 1300 356 700, with photos, the Order number and (for a Litter-Robot) the serial number. We will repair, replace or credit the Good. Where a faulty Good needs to come back to us, we will arrange and pay for its return or collection.

8.3 Goods that are not faulty, damaged or incorrectly supplied are not returnable unless we agree in writing.

8.4 Nothing in these Trade Terms excludes, restricts or modifies any right you have under the ACL that cannot lawfully be excluded, restricted or modified. This includes your right under section 274 of the ACL to be reimbursed by us where you remedy a consumer's claim about the Goods.

9. Our warranty and your customers

9.1 Our consumer warranty against defects is published at urbanpetproducts.com.au/warranty-against-defects. You must not give your customers a different or extended warranty on our behalf.

9.2 If your customer has a problem with the Goods, you deal with the customer as the seller, and we back you under clause 8. Where it helps, we can deal directly with your customer at your request.

9.3 For product support, you may refer customers to support@urbanpetproducts.com.au or 1300 356 700.

10. Brand presentation and sales channels

10.1 We give you a non-exclusive, revocable licence to use the product images, descriptions and brand assets we supply, only to market and sell the Goods. This covers material we own or are authorised to license. The licence ends when your account closes.

10.2 You agree to present the Goods in line with any reasonable brand guidelines we give you, and not to alter the Goods, their packaging, labelling or serial numbers.

10.3 You may sell through your own physical stores and websites. Before listing the Goods on a third-party online marketplace (for example Amazon, eBay, Kogan or Catch), you need our written consent, which we will not unreasonably withhold. We may give consent subject to reasonable brand-presentation conditions, but never conditions about your resale price.

10.4 You must not supply the Goods to other resellers for resale, or to anyone outside Australia, without our written consent.

11. Product claims, safety and recalls

11.1 You must describe the Goods accurately and use only the product claims (features, performance, safety, health and "compatible with" claims) that we supply or approve in writing. You are responsible for any other claims you make.

11.2 Keep sales records sufficient to identify who bought the Goods, to help with a recall or safety notice.

11.3 If we tell you about a recall or safety issue, you must promptly stop selling the affected Goods and give us reasonable help to contact affected customers. We pay the reasonable costs of a recall unless it was caused by your act or omission.

11.4 Tell us within 1 business day if you become aware of a serious injury, illness or death associated with the Goods, or a safety complaint, so we can meet our reporting obligations.

11.5 We will tell you promptly about any material change to the specifications of the Goods, so your listings stay accurate.

12. Privacy

12.1 Each party will handle personal information it receives under these Trade Terms in line with the Privacy Act 1988 (Cth).

12.2 Where you send us your customers' personal information (for example, for delivery or a warranty claim), you must first tell them that it may be shared with your suppliers and their logistics providers to fulfil and support their order.

12.3 We will use your customers' personal information only to deliver, support, handle warranty claims and recalls for, and keep records of, their order. We will keep it secure. We will not use it to market to your customers, including through our own retail brands. Our Privacy Policy is at urbanpetproducts.com.au/privacy-policy.

12.4 Each party will tell the other promptly if it suspects a data breach involving personal information shared under these Trade Terms, and will cooperate in assessing and responding to it.

13. Confidentiality

13.1 Each party must keep confidential the other's non-public commercial information, including our trade price list and margin terms and your sales and customer data, and use it only for our trading relationship.

13.2 This does not apply to information that is already public (other than through a breach), that a party must disclose by law, or that is disclosed confidentially to professional advisers, financiers or insurers. Your own retail prices are not confidential.

13.3 If we have signed a Confidentiality Agreement with you, it applies as well, as clause 1.2 describes.

14. Liability

14.1 To the extent permitted by law, each party's total liability to the other for any claim relating to an Order is limited to the price of the Goods the claim relates to.

14.2 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss, or loss of profit.

14.3 Clauses 14.1 and 14.2 do not limit:

• any right, guarantee or remedy under the ACL that cannot lawfully be excluded or limited, including section 274;
• a party's liability for death or personal injury, fraud, wilful misconduct, or breach of clause 12 or 13; or
• your obligation to pay for Goods.

14.4 Each party is responsible for loss the other suffers from third-party claims caused by its own breach of these Trade Terms, its own negligence, or (in your case) product claims or warranties you give that we did not supply or approve. This responsibility is reduced to the extent the other party contributed to the loss.

15. Suspension and closing an account

15.1 Either party may close the account for any reason by giving 30 days' written notice.

15.2 Either party may close the account by written notice if the other commits a material breach of these Trade Terms and does not fix it within 14 days of receiving written notice describing it.

15.3 We may suspend supply or close the account immediately by written notice if you:

• sell counterfeit, grey-imported, altered or tampered-with versions of the Goods;
• make product claims about the Goods that are false or misleading, and do not withdraw them within 2 business days of our written request;
• list the Goods on a marketplace without consent under clause 10.3, and do not remove the listing within 5 business days of our written request; or
• to the extent permitted by law, become insolvent, enter administration, liquidation or receivership, or stop carrying on business.

15.4 When an account closes: Orders already accepted will be completed unless the account closed under clause 15.3; all unpaid amounts become due; each party returns or deletes the other's confidential information; we continue to honour our warranty and clause 8 for Goods already sold; and clauses 8, 9, 11, 12, 13, 14 and Part C continue to apply.

15.5 We will never suspend or close an account because of the prices at which you sell the Goods.

16. Changes to these Trade Terms

16.1 We may update these Trade Terms by giving active trade accounts at least 30 days' written notice of the change.

16.2 Changes apply only to Orders placed after the change takes effect. Orders already accepted are supplied on the terms that applied when you placed them.

16.3 If you do not accept a change, you may close your account by written notice before it takes effect, without any fee or penalty.

16.4 The current version is published at urbanpetproducts.com.au/trade-terms.

17. General

17.1 Notices. Notices may be sent by email to the most recent address each party has given the other. For us, use trade@urbanpetproducts.com.au.

17.2 Events outside our control. Neither party is liable for delay or failure caused by events beyond its reasonable control (for example, shipping disruption, natural disasters or government action), provided it notifies the other promptly and takes reasonable steps to minimise the effect. This does not affect your obligation to pay for Goods delivered.

17.3 Assignment. Neither party may transfer its rights under these Trade Terms without the other's written consent, which will not be unreasonably withheld.

17.4 Severability and waiver. If part of these Trade Terms is unenforceable, the rest continues. Not enforcing a right straight away does not waive it.

17.5 Governing law. These Trade Terms are governed by the laws of Western Australia. Each party submits to the non-exclusive jurisdiction of the courts of Western Australia and courts that can hear appeals from them.

Part B — Dropship accounts

Part B applies if we have approved you to send us orders that we ship direct to your customers. If you have signed a Dropship Agreement with us, it adds to Part B.

B1 Your role. You are the seller to your customer. You set the price, take payment, issue your customer's receipt and are their point of contact.

B2 Placing dropship Orders. Send each Order with your customer's name, delivery address, phone number and the items, in the format we specify. You must check the address is complete and correct. If a parcel is returned or re-sent because of a wrong address you gave us, you pay the extra freight.

B3 Payment. Dropship Orders are paid before dispatch under clause 5.1. We invoice you when we accept the Order and dispatch once we receive cleared payment or apply your prepaid balance (clause 5.3). Credit may be offered at a later date under clause 5.2.

B4 Dispatch and packaging. We aim to dispatch within 2 business days of receiving cleared payment for an Order we can fulfil. We ship in plain or neutral packaging and do not include our trade pricing or invoice in the parcel. We will give you tracking details for each shipment.

B5 Stock. We do not guarantee stock levels. We will tell you as soon as practicable if an item is unavailable or back-ordered, and you may cancel it for a full refund.

B6 Delivery and transit damage. Risk passes when the parcel is delivered to your customer. If a parcel is lost or arrives damaged in transit with our carrier, tell us within 7 days of delivery (or of the expected delivery date, for a lost parcel), with photos where available. We will re-send or credit at our cost.

B7 Change-of-mind returns. Your own returns policy applies to your customers. We accept change-of-mind returns only if we agree in writing or your Dropship Agreement provides for them.

B8 Faulty Goods. Your customer's fault claims are handled under clauses 8 and 9. With your agreement, we can arrange the return, collection or replacement directly with your customer.

B9 Your website and checkout. You must display the total price of the Goods (including GST), and any delivery charge clearly at or before checkout. Use only the product information and images we supply or approve (clauses 10 and 11).

B10 Your customers' information. Clause 12 applies. We will not contact your customers for marketing.

Part C — Credit accounts

Part C applies only if we have approved you for credit in writing (clause 5.2). It does not apply to prepaid accounts.

C1 Credit approval and limit. We decide whether to grant credit and set a credit limit. We may review it at any time, and we will give you 14 days' written notice before reducing it, unless your account is overdue.

C2 Payment terms. Invoices are payable within 30 days of the invoice date unless we agree other terms in writing. If you exceed your credit limit or an invoice becomes overdue, we may require payment before dispatch for new Orders until your account is back within terms.

C3 Security over unpaid Goods (PPSA).

(a) Until you have paid for Goods in full, you hold them for us and we keep ownership of them.

(b) You agree that this creates a security interest in the Goods and their proceeds under the Personal Property Securities Act 2009 (Cth) (PPSA), and that we may register it on the Personal Property Securities Register.

(c) You may sell the Goods in the ordinary course of your business before paying us. If you do, you hold the proceeds for us, up to the amount you owe for those Goods.

(d) You must give us any information we reasonably need to register and keep our security interest effective, and tell us before changing your name or ABN.

(e) To the extent the law allows, you waive your right to receive a verification statement, and the parties agree that sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 142 and 143 of the PPSA do not apply.

(f) We will remove our registration within a reasonable time of your written request once you have paid in full and closed your credit account.

C4 Recovering unpaid Goods. If an invoice is more than 30 days overdue, we may give you 7 days' written notice and then collect unpaid Goods from your premises during business hours. We will credit their value against what you owe.

C5 Existing 30-day accounts. If your account was on 30-day terms immediately before 16 November 2026, you are treated as approved for credit on those terms under this Part C, with your existing credit limit (if any). We may review your credit under clause C1.