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Wholesale Product Supply Agreement Terms and Conditions

Wholesale Product Supply Agreement

Terms and Conditions

All Dine a Chook Wholesalers must agree to the terms and conditions of the Product Supply Agreement, as outlined below. Compliance with this Agreement is a condition of holding a Wholesale Account and becoming a Wholesaler of Dine a Chook products.

Product Supply Agreement

This Agreement records the terms upon which the Customer agrees to buy Products from Dine-a-Chook for re-sale to Third Parties.

This Agreement is made up of:

the Acceptance Sheet; and
the attached Details Schedule; and
the Terms and Conditions.

Details Schedule

Item number	Item title/defined term	Details
1	Term and Conditions	• the attached Terms and Conditions • the Terms and Conditions located on the DAC website at https://www.dineachook.com.au
2	Agreement Date
3	Commencement Date
4	Expiry Date	Period of 12 Months from application date
5	Initial Order	$500 ex GST
6	Minimum Order
7	Minimum Stock	$300 ex GST
8	Currency	Australian dollars
9	Interest Rate
10	Delivery Date	7 Days lead time for all orders
11	Delivery Requirements
12	Transport arrangements	Australia Post or other proffered carrier
13	Resale Mode	Retail or wholesale sales at the Customer’s business premises (i.e. in-store sales) and online sales directly from the Customer’s own business website. Resale Mode does not include sales through, or using, any other form of Online Service (for example eBay, Gumtree, Amazon etc.)
14	Renewal Period
15	Renewal Fee
16	Address for services of notices (DAC)	Postal address as shown on the Acceptance Sheet Facsimile number: Email address:
17	Address for services of notices (Customer)	Postal address as shown on the Acceptance Sheet Facsimile number: Email address:
18	Governing Law	The laws in force in the State of Queensland, Australia
19	Customers Territory	In store or Business Market Sales only
20	Excluded Territory
21	Manner and timing of payments	Timing: within 30 Business Days of DAC’s submission of the Invoice Mode of payment: Bank deposit direct deposit to the bank account nominated by DAC/other …. Account details:… / not applicable Credit Card payments will incur a 1.75% processing fee

Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

In this agreement, unless the context otherwise requires:

(a) Agreement Date means the date in Item 2 or, if no date is specified in item 2, the date on which the second of DAC and the Customer signs this Agreement

(b) Business Day means a day other than a Saturday, Sunday or public holiday in the place where a notice is to be given or a thing is to be done

(d) Confidential Information means information, trade secrets, ideas, know-how, and concepts whether in writing or otherwise and relating in any way to:

(i) either party, their agents, employees,

customers, agents or suppliers;

(ii) the Products;

(iii) Intellectual Property Rights;

(iv) Methods of doing business;

(v) sales, marketing or promotional information; or

(vi) the terms of this Agreement

but does not include information that:

(vii) is, or becomes part of, the public domain otherwise than by breach of this Agreement;

(viii) is lawfully obtained by either party from another person without any restriction as to use and disclosure; or

(ix) was in either party’s possession prior to disclosure to it by the other party.

(e) Copyright means:

(i) any copyright under the Copyright Act 1968 (Cth);

(ii) any copyright under the law of a country other than Australia; and

(iii) rights in the nature of or analogous to the rights in (i) and (ii) under the law of Australia or any other country (including future copyright and rights in the nature of or analogous to copyright);

(f) Customer’s Territory means the territory (if any) identified in Item 19;

(g) DAC means Four Chickens Pty Ltd ACN: 633 454 743 trading as Dine-a-Chook;

(h) Delivery Date means the date identified in Item 10;

(i) Delivery Requirements means the manner in which Products are to be delivered to, or otherwise accessed by, the Customer as identified in Item 11;

(j) Dispute means a dispute arising out of or in connection with this Agreement;

(k) Dollars or $ means, unless stated otherwise, Australian dollars;

(l) End Date means the Expiry Date or the date on which this Agreement is lawfully terminated, whichever is the earlier;

(m) Excluded Territory means the territory (if any) identified in Item 20;

(n) Expiry Date means the date in Item 4;

(o) Force Majeure Event means any:

(i) act of God;

(ii) outbreak or escalation of hostilities (whether or not war has been declared) or unlawful act against public order or authority;

(iii) industrial dispute;

(iv) governmental restraint; or

(v) other event which is not within the reasonable control of the parties

(p) Governing Law means the law identified in Item 18;

(q) GST means any goods and services tax under the GST Act or a tax of a like or analogous nature that is imposed, assessed or levied in relation to any supply made of goods, services or any other thing under this agreement, including the production investment or gross proceeds due for payment;

(r) GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any associated legislation and regulations;

(s) Initial Order means an order for Products of no less than the value, or no fewer than the number of units for each Product, identified in Item 5;

(t) Insolvency Event means, in relation to a party:

(i) a receiver, receiver and manager, trustee, administrator, other controller (as defined in the Corporations Act) or similar official is appointed over any of the assets or undertaking of the other party;

(ii) the party suspends payment of its debts generally;

(iii) the party is or becomes unable to pay its debts when they are due or is or becomes unable to pay its debts or is presumed to be insolvent within the meaning of the Corporations Act 2001 (Cth);

(iv) the party enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them;

(v) the party ceases to carry on business or threatens to cease to carry on business;

(vi) a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an administrator; or

(vii) an application or order is made for the winding up or dissolution of the other party, or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the other party, otherwise than for the purpose of an amalgamation or reconstruction that has the prior written consent of the first party;

(u) Insurance Policies means insurance policies insuring the Products against all usual risks and liabilities (including product liability risks);

(v) Intellectual Property Rights means any and all intellectual and industrial protection rights throughout the world including rights in respect of or in connection with:

(i) any Confidential Information;

(ii) Copyright;

(iii) inventions (including patents);

(iv) trade marks or service marks; and

(v) designs or circuit layouts,

whether or not now existing, and whether or not registered or registrable and includes any right to apply for the registration of such rights and includes all renewals and extensions;

(w) Interest Rate means the interest rate identified in Item 9;

(x) Invoice means an invoice, in the form contemplated by this Agreement, for the supply of Products;

(y) Item means an Item of the Details Schedule; -2-

(z) Major Store means a Third Party with an annual gross turnover (as disclosed in its annual financial return) in the financial year immediately preceding the Commencement Date exceeding twenty million Dollars ($20,000,000.00); the term Major Store includes Pet Barn, Bunnings and Mitre 10;

(aa) Minimum Order means an order for Products of no less than the value, or no fewer than the number, of units for each Product identified in Item 6;

(bb) Minimum Stock means the minimum stock of the Products identified in Item 7;

(cc) Online Service means any service for carrying or transmitting data and/or communications by means of guided or unguided electromagnetic energy or both;"

(dd) Other Products means products that DAC developed before, or develops during, the Term which are not identified as Products in Schedule 1;

(ee) Point of Delivery means the geographical, physical or temporal point of delivery of Products by DAC (or DAC’s carrier) to the Customer (or the Customer’s carrier) in accordance with the Delivery Requirements;

(ff) Prices means the prices (for the Products) identified in the Products and Prices Schedule as varied in accordance with clause 4;

(gg) Products means the products identified in Schedule 1;

(hh) Reasonable Price means, in relation to a Product, a price which is reasonable having regard to:

(i) the intrinsic value of the Product;

(ii) the prevailing market conditions (including demand for the Product) ; and

(iii) the commercial benefit to both parties of a performance in good faith of this Agreement.

(ii) Related Body Corporate means, in relation to a party, a body corporate related to that party under the Corporations Act 2001 (Cth);

(jj) Renewal Fee means the amount identified in Item 15;

(kk) Renewal Period means the period identified in Item 14;

(ll) Resale Mode means the mode of resale by the Customer of Products identified in Item 13;

(mm) Sell means to sell to a Third Party on ordinary commercial terms for a Reasonable Price, but Sell does not mean:

(i) to give away (whether as part of a marketing promotion or otherwise); or

(ii) to exchange under a contra arrangement; or

(iii) to sell on extraordinary commercial terms; or

(iv) to sell for a price which is not a Reasonable Price.

(nn) Term means the period from the Commencement Date until the End Date

(oo) Terms and Conditions means the Terms and Conditions in Item 1;

(pp) Termination Event means:

(i) an Insolvency Event;

(ii) any conduct of the Customer which is prejudicial to the reputation or marketability of Products or DAC’s business; or

(iii) any event which, under the terms of this Agreement or according to the Governing Law, entitles DAC to terminate this Agreement.

(qq) Third Party means a person other than DAC or the Customer and includes a Related Body Corporate of DAC or the Customer

1.2 Interpretation

In the interpretation of this Agreement:

(a) singular includes plural and vice versa;

(b) any gender includes every gender;

(d) references to statutes include statutes amending, consolidating or replacing the statutes referred to and all regulations, orders in council, rules, by-laws and ordinances made under those statutes;

(e) headings and the table of contents (if any) are used for convenience only and are to be disregarded in interpretation;

(f) where any word or phrase is given a defined meaning, any other grammatical form of that word or phrase has a corresponding meaning;

(g) covenants by each party include an obligation to procure compliance by each of the parties' employees and other persons under the control of that party;

(h) where a party consists of more than one person the covenants of that party bind each two or more persons jointly and each person severally. The release of one of the persons from an obligation does not release any other person who may be jointly liable;

(i) any undertaking by a party not to do any act or thing is taken to include an undertaking not to permit or suffer the doing of the act or thing;

(j) where under this Agreement the day on or by which any act or thing is to be done is not a Business Day that act or thing must be done on the next Business Day following the due day;

(k) all annexures, schedules and other attachments (if any) form part of this Agreement;

(l) references to ""writing"" include all means of reproducing words in a tangible, permanently visible form in the English language;

(m) reference to anything after the words ""includes"" or ""including"" does not limit what else might be included.

2. Duration of Agreement

2.1 This Agreement operates, with legal effect, from the commencement Date until the cessation of the commercial relationship or upon not placing an order with DAC for a period exceeding 6 Months

3. Sale and Purchase of Products

3.1 Subject to the terms of this Agreement, DAC will sell Products to the Customer, and the Customer will buy Products from DAC, for the Prices.

3.2 The execution of this Agreement by the Customer constitutes the placement of an Initial Order by the Customer with DAC.

3.3 After the Initial Order, the Customer may place further orders with DAC, but each further Order must be equal to, or in excess of, the Minimum Order.

3.4 Subject to the rights reserved to DAC under this Agreement and subject to availability of the Products at the time of an order, DAC will within a reasonable time supply Products to the Customer in accordance with orders placed by the Customer with DAC during the Term.

3.5 Despite clause 3.4, DAC reserves the right to decline any order from the Customer if:

(a) DAC does not have sufficient stock of the ordered Products available; or

(b) the Customer is in breach of this Agreement.

3.6 The Customer may not withdraw or cancel an order for Products after it has been received by DAC.

3.7 The Customer may not return to DAC any Products which the Customer is unable to sell.

3.8 Unless expressly stipulated otherwise in this Agreement, DAC reserves the right to sell Products directly (by any means) to Third Parties and to competitors of the Customer.

4. Prices

4.1 At the Commencement Date, the Prices are as shown in Schedule 1.

4.2 DAC reserves the right to increase the Prices during them, but: -3-

(a) the increase must be reasonable, having regard to the cost of production of the Products and the prevailing market; and

(b) DAC must give no less than 20 Business Days’ notice in writing to the Customer.

4.3 If DAC gives notice of an increase in the Prices under clause 4.2, the Customer must notify DAC within 10 Business Days of receipt of DAC’s notice that the Customer:

(a) accepts the increase; or

(b) rejects the increase.

4.4 If the Customer accepts a notified increase in the Prices, then the increased Prices will apply to all orders for Products placed with DAC by the Customer after the date of DAC’s notice under clause 4.2."

4.5 If the Customer:

(a) rejects a notified increase in the Prices; or

(b) does not respond as required by clause 4.3, DAC may (but is not obliged to), terminate this Agreement on 10 Business Days notice to that effect to the Customer

5. Payment Terms

5.1 Upon receipt by DAC from the Customer of an order for Products, DAC will submit to the Customer an Invoice for the supply of the Products.

5.2 The Customer must pay to DAC the amount of the Invoice in the manner and according to the timing identified in Item 21.

5.3 If the Customer fails to pay the whole amount of an Invoice in accordance with clause 5.2:

(a) the unpaid amount shall bear interest from day to day at the Interest Rate until paid; and

(b) DAC reserves the right to:

(i) decline the order to which the Invoice relates; and / or

(ii) decline any other unfilled order received from the Customer; and / or

(iii) suspend supply of the Products pursuant to the order to which the Invoice relates and/or any other unfilled order received from the Customer until the Invoice is paid in full; or

(iv) terminate this Agreement on 10 Business Days notice to that effect to the Customer.

6. Passing of Title to Products

6.1 Title in the Products referred to in an Invoice will not pass to the Customer until the Invoice is paid in full.

7. Passing of Risk of Products

7.1 Products are at the risk of:

(a) DAC until the Point of Delivery; and

(b) the Customer from the Point of Delivery.

8.Transport And Delivery Of Products

8.1 Unless otherwise specified in Item 12:

(a) DAC will arrange and pay for the transport of the Products to the Point of Delivery;

(b) the Customer will arrange and pay for the transport of the Products from the Point of Delivery;

(c) DAC will arrange for the delivery of the Products by (or as soon as is practicable after) the Delivery Date in accordance with the Delivery Requirements.

9. Resale of Products by Customer

9.1 The Customer must not sell Products to a Major Store

9.2 The Customer may sell Products to Third Parties, but only by the Resale Mode.

9.3 The Customer must sell Products at a Reasonable Price.

9.4 The Customer must sell the Products in the same condition as that in which it receives them from DAC and must not alter or remove or tamper with the Products or any markings or name plates or indications of origin on them or any packaging supplied by DAC."

10.Withdrawal of Products

10.1 DAC may give notice to the Customer to suspend on-sales of a Product (and the Customer must then comply with that notice) for a period of up to 60 Business Days (Suspension Period) if:

(a) the Product is defective; or

(b) if DAC is advised by its legal advisors that the Product infringes or may infringe the Intellectual Property Rights of a Third Party.

10.2 If the Customer becomes aware of any matter described in clause 10.1 the Customer must immediately notify DAC and request DAC to issue a notice under that clause.

10.3 DAC is entitled (but not obliged) to issue a notice under clause 10.1.

10.4 If DAC is not able to rectify the Product’s defect within the Suspension Period (or any extension thereof agreed by the parties) either party may terminate this Agreement on 10 Business Days notice to that effect to the other party.

10.5 If DAC is able to rectify the Product’s defect within the Suspension Period (or any extension thereof agreed by the parties) DAC must notify the Customer to that effect and this Agreement will thereupon resume operation for the remainder of the Term.

11. DAC Obligations During the Term

11.1 During the Term, DAC must:

(a) exercise its best efforts to maintain name identification and quality image for Products;

(b) provide, promptly, to the Customer updated information about Products; and

11.2 Nothing in this Agreement obliges DAC to provide marketing or Product promotion support to the Customer.

12. Customer’s Obligations During the Term

12.1 During the Term, the Customer must:

(a) use its best efforts, at its cost, to promote and market Products for sale;

(b) become and remain knowledgeable in and conversant with all aspects of the Products;

(d) inform DAC of any matter which may affect or assist the promotion and marketing of Products;

(e) act reasonably and in good faith in its dealings with DAC and its performance of this Agreement;

(f) comply, at its expense, with all laws relating in any way to its transport, delivery, storage, marketing and sale by it of Products, including obtaining all necessary permits, approvals, consents and licences;

(g) not represent itself as an agent of DAC in the sale of Products;

(h) not do or permit anything which may damage or compromise the Intellectual Property Rights of DAC or any Third Party; and

(i) not make any representations or give warranties to Third Parties in relation to the Products, unless expressly authorised by DAC.

13. Insurance

13.1 The Customer must take out and maintain the Insurance Policies.

13.2 The Customer will cause DAC's insurable interest (if applicable) to be noted on any policy of insurance taken out under this clause.

13.3 If requested by DAC, the Customer will deliver to DAC proof of the Customer’s compliance with clause 13.1 within a reasonable time (not exceeding 10 Business Days) of the request being made.

14. Warranties

Except for warranties which are not able to be excluded under the Governing Law, DAC gives no warranty of any kind (including in relation to merchantability, fitness for purpose and compliance with description) to the Customer or any Third Party with respect to Products.

15. Limitation of Liability

15.1 To the extent permitted by the Governing Law, DAC’s liability to the Customer (whether directly to the Customer or to the Customer as a consequence of any claim by a Third Party) for:

(a) breach of this Agreement; or

(b) tort (including negligence) arising directly or indirectly in the performance or purported performance of this Agreement or in the design or manufacture of Products; or

(c) breach of statute arising directly or indirectly in the performance or purported performance of this Agreement or in the design or manufacture of Products; or

(d) noncompliance with any other legal or equitable obligation relating directly or indirectly to the performance or purported performance of this Agreement; or the design or manufacture of Products; or

(e) breach of any non-excludable express or implied warranty with respect to a Product,

is limited to:

(f) replacement, at DAC’s cost (excluding the cost of transport or insurance) of the Product; or

(g) repayment of the Price paid by the Customer for the Product.

15.2 Under no circumstances will DAC be liable to the Customer (whether directly to the Customer or to the Customer as a consequence of any claim by a Third Party) for any special, indirect or consequential losses (such as loss of profits, loss of goodwill or loss of reputation) regardless of whether such losses were foreseen or foreseeable by either party.

16. Intellectual Property

16.1 The Customer may use DAC’s Intellectual Property Rights in connection with, but only for the purposes of, promotion, marketing and sale of Products.

16.2 Subject to clause 16.1, unless expressly stipulated otherwise in this Agreement, nothing in this Agreement effects:

(a) an assignment; or

(b) a licence; or

16.3 Nothing in this Agreement entitles the Customer to adapt, reverse-engineer, modify, compromise, prejudice, devalue or in any other way manipulate the Products or DAC’s Intellectual Property Rights in the Products.

16.4 The Customer acknowledges and accepts that it will not as a result of entering into this Agreement acquire any Intellectual Property Rights in any Product.

17. Other Products

17.1 DAC is entitled (but not obliged) to:

(a) develop Other Products;

(b) develop its Intellectual Property Rights in any Products; and

(c) offer for sale to the Customer any Other Products or any Products in which its Intellectual Property Rights have been developed.

17.2 Nothing in this Agreement restricts or regulates the price at which DAC is entitled to offer for sale to the Customer any Other Products or any Products in which its Intellectual Property Rights have been developed.

18. Minimum Stock Maintenance

18.1 The Customer must maintain the Minimum Stock throughout the Term.

19. Assignment

19.1 DAC may assign its interest in this Agreement to a third party at any time, without the consent of the Customer."

19.2 The Customer may not assign its interest in this Agreement to a Third Party without the prior written consent of DAC, which consent may be given, declined or made subject to conditions at the complete, unfettered discretion of DAC.

19.3 For the purposes of this clause, a change (including a cumulative change) in the effective control of the board, shareholding or membership of a corporate party shall constitute an assignment of that party’s interest in this Agreement.

20. Costs, Duties and Taxes (Including GST)

20.1 Each party will bear its own costs and expenses in relation to the negotiation, preparation, execution, delivery and completion of this Agreement and any other related documentation.

20.2 The Customer will pay all stamp duty, taxes and other governmental charges payable or assessed on this Agreement and any other related documentation.

20.3 The parties agree that all amounts and other consideration referred to in this Agreement are exclusive of any GST and that if any GST is imposed on any supply made under this Agreement, then the party making the supply will collect from the recipient, in addition to any consideration due for the supply, the GST imposed on the supply. The GST imposed on the supply is calculated by multiplying the amount or value of the consideration for the supply by the GST tax rate prevailing as at the date the supply is made. If the recipient of the supply is required to pay an additional amount for GST pursuant to this clause, then the recipient will pay the increased amount in the same manner and at the same time as the consideration, which may be due under this agreement.

21. Territory

21.1 This clause applies if:

(a) Item 19 “Customer’s Territory” is completed; and / or

(b) Item 20 “Excluded Territory” is completed.

21.2 If Item 19 “Customer’s Territory” is completed, DAC must not solicit or receive orders for the supply of Products from any person within or comprising (as the case may be) the Customer’s Territory.

21.3 If Item 20 “Excluded Territory” is completed, the Customer must not solicit or receive orders for the supply of Products from any person within the Excluded Territory.

22. Confidentiality

22.1 The Distributor acknowledges that the Distributor, its employees or agents, may be given access to Confidential Information of the Producer in the course of negotiating or performing this Agreement.

22.2 The Customer will keep DAC's Confidential Information confidential and will not disclose it to any Third Party or use it otherwise than:"

(a) for the purposes of this Agreement;

(b) as authorised in writing by DAC;

(d) by way of disclosure to its professional advisors who have agreed to keep the Confidential Information confidential.

22.3 The Customer will not copy any document containing the DAC's Confidential Information except as necessary to perform this Agreement.

22.4 On termination of this Agreement, the Customer will return all documents or copies of documents containing information which at the date of termination is the DAC's Confidential Information to DAC.

22.5 The Customer will ensure that its employees, agents, contractors and other persons within its control comply with this clause 22."

23. Termination

23.1

(a) If the Customer is in breach of this Agreement, DAC may give the Customer a notice:

(i) specifying the breach; and

(ii) requiring the Customer to rectify the breach within ten (10) Business Days of the date the Customer received the notice.

(b) DAC may terminate this Agreement if after the expiry of the notice the Customer has not rectified the breach specified in the notice.

23.2 This Agreement may be terminated by DAC immediately by notice to the Customer if a Termination Event occurs.

23.3 The termination of this agreement is without prejudice to any rights which have accrued to a party before the date of termination.

24. Dispute Resolution

24.1 Subject to the provisions of this Agreement, any Dispute must be dealt with in accordance with this clause.

24.2

(a) The parties must first refer the Dispute to mediation by a Queensland Law Society Approved Mediator agreed by the parties or failing agreement appointed by the President of the Society on the terms of the standard mediation agreement approved by the Queensland Law Society.

(b) The reference to mediation commences when any party gives written notice to the other specifying the Dispute and requiring its resolution under this clause.

(c) Any information or documents obtained as part of the reference under this sub-clause must not be used for any purpose other than the settlement of the Dispute under this clause.

24.3 If the dispute is not resolved within fifteen (15) Business Days of the commencement of the reference under this clause either party may then, but not earlier, commence proceedings in any court of competent jurisdiction in the State of Queensland, Australia which is subject to the Governing Law.

24.4 Any mediation under this clause will be held at offices in Townsville, Queensland, Australia nominated by the Queensland Law Society unless the parties otherwise agree.

24.5 Each party must continue to perform this Agreement (other than in respect to the matters which are in dispute) notwithstanding the existence of a Dispute or any proceedings under this clause.

24.6

(a) Unless a party has complied with the mediation procedure provided for in this clause for resolution of Disputes that party may not commence court proceedings relating to any Dispute, except where that party seeks urgent interlocutory relief.

(b) Where a party fails to comply with the mediation procedure provided for in this clause any party in Dispute with the party so failing to comply with this clause need not comply with this clause before commencing court proceedings relating to the Dispute.

25. Force Majeure

25.1 Subject to clause 25.4, a Party is not liable for any delay or failure (whether total or partial) in the performance of its obligations under this Agreement if the delay or failure is caused by any Force Majeure Event.

25.2 If a Force Majeure Event affecting a Party prevents that Party (“Affected Party”) in whole or part from complying with its obligations under this Agreement then the Affected Party must:

(a) as soon as reasonably practicable after the Force Majeure Event occurs the notify the other Party of the Force Majeure Event;

(b) within five (5) Business Days of giving that notice also provide written particulars of the Force Majeure Event and supply, if possible, supporting evidence;

(c) take all reasonable steps to make good and resume performance of the obligations affected by the Force Majeure Event under this Agreement; and

(d) immediately notify the other Party when the Force Majeure Event ceases.

25.3 Any Party may terminate this Agreement if the Force Majeure continues for a period of six (6) months and prevents performance of the substance of this Agreement."

25.4 This clause 25 does not apply to an obligation to pay money already owing under this Agreement at the date that the Force Majeure Event occurs.

26. Notices

26.1 Any notice, request, consent or other communication in connection with this Agreement (""Notice""):

(a) must be in writing; and

(b) must be served in accordance with this clause.

26.2 A Notice may be left at the address of the addressee, or sent by prepaid ordinary post (airmail if posted to or from a place outside Australia) or sent by facsimile or transmitted by electronic mail (“email”) to:

(a) the physical address, the facsimile number or the email address of the addressee which is specified in this Agreement; or

(b) if the addressee has in writing notified another address, facsimile number or email address then to that address, facsimile number or email address.

26.3 A Notice takes effect from the time it is received unless a later time is specified in it.

26.4 A notification of change of address does not take effect until each other party notifies the party changing its address that the notice of change of address has been received.

26.5 A letter, facsimile or email is taken to be received:

(a) in the case of a posted letter, on the second (seventh, if posted to or from a place outside Australia) Business Day after posting;

(b) in the case of a facsimile, on production of a successful transmission report by the machine from which the facsimile was sent in its entirety to the facsimile number of the recipient provided that where transmission is completed after 5.00pm on a Business Day or is sent on a day that is not a Business Day, the message will not be deemed to have been received until the next Business Day; and

(c) in the case of an email, on production of a successful transmission report by the machine from which the email was sent in its entirety to the email address of the recipient provided that where transmission is completed after 5.00pm on a Business Day or is sent on a day that is not a Business Day, the message will not be deemed to have been received until the next Business Day.

27. General Provisions

27.1 Governing Law and Jurisdiction

(a) This Agreement must be construed in accordance with and governed by the Governing Law.

(b) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the State of Queensland, Australia and of the Commonwealth of Australia and courts of appeal therefrom. Each party waives any right it has to object to an action being brought in those courts including by claiming that the action has been brought in an inconvenient forum or that those courts have no jurisdiction.

27.2 Waiver

(a) No failure, delay, relaxation or indulgence by a party in exercising any right arising under this Agreement and no custom or practice which exists between the parties operates as a waiver of that right."

(b) If any rights arise from a breach by a party and these rights are waived, this waiver does not operate as a waiver of rights which arise from any later continuation of that breach or any further breach of the same or any other term. -6-

27.3 Entire Agreement and Variations

(a) Entire Agreement

This Agreement constitutes the entire agreement between the parties, and supersedes all prior communications, negotiations, arrangements and agreements, whether oral or written, with respect to the subject matter."

(b) Variation

No agreement or understanding varying, extinguishing or extending this Agreement is legally binding unless it is in writing signed by each party or on behalf of a party by a duly authorised representative.

27.4 Severability of Provisions
Any provision of this Agreement which is illegal, void or unenforceable is ineffective to the extent only of such illegality, voidness or unenforceability without invalidating any of the remaining provisions of this Agreement.

27.5 Non-Merger

None of the terms of this Agreement nor any act, matter or thing done under this Agreement operates as a merger of any of the rights and remedies of the parties under this Agreement. Those rights and remedies continue in full force and effect until the rights and obligations of the parties under this Agreement have been fully satisfied and performed.

28. Further Steps

Each party will do all things and execute all further documents necessary to give full effect to this Agreement.

29. Counterparts

This Agreement may be executed in any number of counterparts.

30. Terms and Conditions; Legal Advice

The Customer acknowledges that prior to signing this Agreement:

(a) it has reviewed, understood and accepted the Terms and Conditions;

(b) it has received legal advice or has had the opportunity of obtaining legal advice in relation to this Agreement.

31. Renewal of Term

31.1 This clause applies if Item 14 identifies a Renewal Period.

31.2 This clause applies only once. If the Customer exercises the right of renewal under this clause, this clause immediately ceases to have effect, such that the Customer will have no further right of renewal of this Agreement.

31.3 The Customer is entitled to renew this Agreement for the Renewal Period if, but only if, the Customer:

(a) has properly observed and performed its obligations under this Agreement throughout the Term;

(b) has fulfilled the Performance Conditions throughout the Term;

(d) gives notice to DAC no later than 40 Business Days prior to the Expiry Date that the Customer is exercising its right to renew this Agreement.

31.4 If this Agreement is renewed under this clause, its terms (with the exception of this clause) continue to apply.

31.5 Unless this clause applies, the Customer is not entitled to any hope or expectation of a renewal of this Agreement beyond the Expiry Date.

Roberts Nehmer McKee Lawyers 954061

Dine-A-Chook Product Supply Agreement & Terms and Conditions January 2023