To the fullest extent legally possible, all dealings between WWRD ABN 59 000 078 562 & each of its subsidiaries, divisions, affiliates, associated companies & related entities & any successors & assigns [“WWRD”] & any Customer relating to any “Products” or transactions are subject to the following Terms & Conditions of Trade (“these Terms”) unless otherwise agreed in writing.

1. Payment: a) Credit Account Customers are to pay within 30 days from end of month of invoice without deduction b) All other sales are to be paid C.O.D. without deduction.

2. Property: a) Property in Products shall not pass until payment in full of all monies owed on any basis by the Customer to WWRD (“full payment”) b) WWRD reserves the right to take possession & dispose of Products at any time until full payment & the Customer grants permission to WWRD to enter any property where any Product is in order to do so, with such force as necessary c) Immediately upon delivery the Customer accepts liability for safe custody of Products d) Upon sale or disposition of any Products prior to full payment, the Customer agrees to deposit all proceeds in a separate bank account, agrees not to mix proceeds with any other monies & agrees to hold all proceeds in trust for WWRD & forthwith pay the proceeds to WWRD even if WWRD may have granted any credit facility &/or time to pay e) Until payment in full the Customer agrees (i) to keep all Products as fiduciary for WWRD & store them in a manner which shows WWRD as owner (ii) only to sell Products in the usual course of business (iii) sale on terms, at cost or for less than cost shall not be “in the usual course” f) This clause shall be read down to avoid it creating a charge g) A certificate purporting to be signed by an officer of WWRD, identifying Products shall be conclusive evidence of WWRD’s title thereto.

3. Limitation of Liability: a) The Customer agrees to limit any claim on WWRD to the cost of re-supply of equivalent Products b) WWRD shall not be liable for any claim loss or expense arising which is made after 28 days from date of delivery (or at all once Products have been unpacked, on-sold or otherwise used or applied) after which there shall be deemed to have been unqualified acceptance c) WWRD will not be liable for any contingent consequential direct indirect special or punitive damage arising from any dealing with the Customer, whether due to negligence or otherwise & the Customer acknowledges this limit of liability & agrees to limit any claim accordingly d) No other term, condition, agreement, warranty, representation or understanding whether express or implied other than these Terms, is made or given.

4. Exclusions: a) No dealing between WWRD & the Customer shall be or be deemed to be a sale by sample b) If WWRD publishes material concerning its business or prices, anything so published which is incompatible with these Terms is excluded c) The Customer will rely on its own knowledge & expertise in selecting any Product for any purpose. d) Any advice or assistance given for or on behalf of WWRD shall be accepted at the Customer’s risk in all things & shall not be or be deemed to be given as expert or adviser nor to have been relied upon by the Customer or anyone claiming through the Customer.

5. Placement Of Orders: a) if any dispute arises over any order (including any question of identity, authority or telephone, facsimile, computer or e-mail order etc) the internal records of WWRD will be conclusive evidence of what was ordered b) each order placed shall be & be deemed a representation made by the Customer at the time, that it is solvent & able to pay all of its debts as & when they fall due c) failure to pay in accordance with these Terms shall be & be deemed to be conclusive evidence that the Customer had no reasonable grounds for making the representations & that the representations were unconscionable, misleading & deceptive d) when an order is placed, the Customer shall inform WWRD of any material facts which would or might reasonably influence any decision by or on behalf of WWRD to accept the order &/or grant credit in relation to it e) Failure to do so shall create & be deemed to create an inequality of bargaining position, to constitute & be deemed the taking of an unfair advantage of WWRD & be & be deemed to be unconscionable misleading & deceptive.

6. Purchase Price: a) All sales are made by WWRD at its ruling price at time of delivery b) government imposts, GST etc (“imposts”) will be paid by the Customer c) any WWRD price list, estimate or quote excludes imposts unless expressly noted thereon.

7. Ability to Supply: The Customer agrees that WWRD will not be liable for any delay in supply or availability of any Products & WWRD may allocate Products to Customers at its unfettered discretion: eg: if demand exceeds available supply.

8. Delivery: The Customer acknowledges & agrees a) WWRD accepts no responsibility for delivery but may elect to arrange delivery at its discretion without any liability & at the Customer’s costs & responsibility in all things b) WWRD may elect to charge for any delivery c) it shall be deemed to have accepted delivery & liability for Products immediately WWRD notifies the Customer that any Products are ready for collection or they are placed with a carrier or delivered to the Customer’s business premises, whether attended or not d) a certificate purporting to be signed by an officer of WWRD confirming delivery shall be conclusive evidence of delivery as shall any signed delivery docket e) WWRD will not be liable for delay failure or inability to deliver any Products f) once notified that Products are ready for collection or delivery the Customer agrees to pay all costs of WWRD in holding Products g) to pay all costs & expenses arising from frustrated or delays in delivery h) WWRD may delay, cancel or suspend any delivery for any period or cancel any part of any agreement for sale without liability to anyone.

9. Variation or cancellation of these Terms or any order must first be agreed in writing.

10. Pallets: The Customer will return all pallets provided with Products & indemnifies WWRD for the full replacement cost of any pallet not returned to promptly & in good order.

11. Severability: Any part of these Terms may be severed without affecting any other part.

12. Other Terms & Conditions: (a) No terms & conditions sought to be imposed upon WWRD shall apply, unless agreed in writing (b) WWRD Terms & Conditions of Purchase will apply to any purchases from the Customer, to the exclusion of any Customer terms.

13. Interest will be charged on overdue accounts at the rate prescribed under the Penalty Interest Rates Act 1983 (Vic) rate, plus an additional 3%.

14. Recovery Costs: The Customer will pay all the costs & expenses (on a full indemnity basis) incurred by WWRD or its legal advisers, mercantile agents &/or other parties acting on WWRD’s behalf in respect of anything instituted or being considered against the Customer whether for debt, loss, damages, possession of any Products or otherwise.

15 Attornment: To give effect to the Customer’s obligation arising under these Terms, the Customer irrevocably appoints any solicitor of WWRD as its attorney in all things.

16.Retail Prices: Retail price books will be available to Resellers from WWRD, which will list all current products available and recommended retail prices.

17. Default: a) Upon any default or breach by the Customer of these Terms or of any other dealing or arrangement with WWRD (“Default”) WWRD may at its discretion, retain all monies paid, call-up any monies unpaid, cease further deliveries, recover from the Customer all loss of profits arising &/or take immediate possession of any Product held by the Customer, without prejudice to any other rights & without being liable to any party b) The customer agrees not to commence or continue or permit to be commenced or continued through it any suit or action against WWRD whilst the customer is in Default.

18. Jurisdiction: All contracts & dealings with WWRD shall be deemed to be made in the State/Territory nominated by WWRD & the Customer agrees to submit to the jurisdiction of the appropriate Courts in or nearest the Capital of that State/Territory.

19. Description: WWRD will have fulfilled its obligations upon having available for delivery Products (plus or minus 5%) which comply with the generic description of what was ordered.

20. Credit Limit: If WWRD grants any credit facility or nominates any credit limit, this is an indication only of its intention at the time. WWRD can vary or withdraw any credit facility at its unfettered discretion, without liability to the Customer or any other party.

21. Waiver: If WWRD elects not to exercise any rights as a result of any Default, it shall not be or be deemed to be a waiver of any rights relating to any subsequent or other breach.

22. Notice: The Customer will be deemed to have notice of any change to these Terms immediately they are adopted by WWRD whether or not the Customer has actual notice. The Customer shall be bound by any terms & conditions adopted by WWRD immediately they are so adopted, despite any other purported, pre-existing or conflicting terms or conditions.

23. Indemnity: a) The Customer indemnifies WWRD against any claim or loss arising from or related to any dealing with WWRD or anything arising therefrom, including any liability arising under the Trade Practices Act any other law or as a result of any Default or otherwise b) nothing in these Terms will derogate from WWRD’s right to sue the Customer for any monies owed, for any damage, loss, liability or any other cause of action.

24. Security For Payment: (a) The Customer will upon written request, charge in favour of WWRD (i) by way of fixed charge all its fixed plant & equipment, books of account, financial records, goodwill, documents of title & current & later acquired real & intellectual property (ii) by way of floating charge, the whole of the Customer’s other undertaking, property & assets, with payment of all monies owed to WWRD (b) any charge will be in addition to & will not derogate from nor effect any security given to or otherwise obtained by WWRD.

25. Partial Delivery/Forward Orders: The Customer agrees that if any forward order is placed a) to pay for so much of any order as is from time to time invoiced by WWRD b) no delay or failure to fulfil any part of any order or any alleged delay in or incomplete delivery shall entitle the Customer to cancel or vary any order or delay or reduce any payment.

26. Force Majeure: WWRD will not be in default or in breach of any dealing with the Customer as a result of Force Majeure. Force Majeure means any thing or event beyond the reasonable control of WWRD & includes any strike or lock-out.

27. Insolvency: a) If the Customer commits or is involved in any act of insolvency, it agrees it shall be deemed in default under these terms b) An act of insolvency is deemed to include bankruptcy, liquidation, receivership, administration or the like.

28. Care of Products: a) WWRD disclaims any responsibility or liability relating to any Products utilised, stored, handled or cleaned incorrectly or inappropriately b) Customers must familiarise themselves with any published information about care of Products, whether by WWRD or Waterford Wedgwood plc. (including the website noted below at 30.) and must establish that they have observe such published information before making any claim for returns, c) WWRD shall not be liable for any claim, loss or expense on any basis, which may be sustained or incurred by any person by reason of any alleged variation between Products delivered & Products ordered.

29. Returns: a) WWRD will accept returns of Products for credit which are accepted by it in writing as faulty due to workmanship, faulty materials or negligence of WWRD b) credit will be for the full invoice value less any costs of return c) Products sold as other than first quality (eg: seconds and run-out stock) may not be returned.

30. Website: Customers are directed to the website : www.waterfordwedgwood.com.au and should note that these Terms replace any Terms and Conditions of Sale (the “Conditions”) which are superceded by these Terms.

31. Intellectual Property: to use every effort to safeguard all intellectual property/Trade Marks and names of WWRD and Waterford Wedgwood plc (“Intellectual Property”) and to fully inform WWRD of any suspected improper or wrongful use thereof.

32. Continuity of Lines: WWRD makes no representation that any line of Products will continue forever and reserves the right to discontinue any line of Products upon reasonable public notice (including notice on its website referred to in 30.).

33. Place of Manufacture: a) WWRD manufactures or has manufactured Products where these can best be sourced and place of manufacture will be noted on Products b) as Products lines may be made from time to time in different places, some Products may vary slightly in characteristics (eg: colour, shade, glaze, size, design prominence, finish etc) or may not exactly match existing Products if you are purchasing replacement items for a set or suite you already have c) Customers are expected to check matching before purchase as WWRD makes no warranty that Products will match Customer expectations arising from any published material, earlier or other Product runs or existing sets or suites.

34. Glazing and Fired Items: Glazed and fired Products are made from natural substances (clays, minerals etc) so expect natural variations to occur including in colour, shade, glaze, size, design prominence, finish etc b) Customers should check matching as noted in clause 33.

35. Minimum Orders: A surcharge will apply to orders that are deemed to be small orders. It is the Customer’s responsibility to enquire whether a surcharge will apply at time of ordering.

36. Customer Restructure: The Customer give WWRD at least 7 days advance notice in writing of any change in its structure or management including any change in director, shareholder or management or change in partnership or trusteeship &/or of the sale of any part of its business.

The recommended retail prices include GST and are only a guide; there is no obligation to adhere to these prices.