CREDIT AGREEMENT

In consideration of Super Cheap Auto (New Zealand) Pty Ltd (NZBN 9429036715527) (Supercheap Auto) providing goods and services (Products) on credit:

1 I/We apply to trade with Supercheap Auto in accordance with the Terms and Conditions of Sale overleaf (Terms and Conditions) and the Supercheap Auto Trade Terms & Conditions (Trade Terms and Conditions") and will observe and perform the Terms and Conditions and Trade Terms and Conditions if the application is accepted.

2 I/We acknowledge and agree that Supercheap Auto may, in accordance with SRG's Privacy Policy, seek to obtain information about me/us from any credit provider, referee, credit reporting agency or other agency for the purpose of assessing the application and my/our commercial credit worthiness, and use this information for the purpose of collecting overdue payments relating to commercial debts owed by me/us in accordance with SRG's Privacy Policy and SRG's Credit Information Management Policy.

3 I/We declare to the best of my/our knowledge, having made due enquiries, the information supplied herein as the basis for you to grant credit is true and correct.

4 I/We declare that the credit to be provided to me/us by Supercheap Auto is to be applied wholly or predominantly for business purposes.

5 I/We are duly authorised to execute the application on behalf of the company named in the application (Customer).

6 I/We acknowledge that, upon receiving credit from Supercheap Auto, I/we may authorise any employee, contractor, or other individual associated with my/our business to use my/our credit limit. I/We acknowledge that I/we will be responsible and liable for any use of the credit limit authorised individuals notified to Supercheap Auto, except to the extent I/we have notified Supercheap Auto that the individual is no longer authorised or has been delinked.

Where I/we are also the Guarantor under this application, in further consideration of Supercheap Auto providing Products on credit:

7 I/We acknowledge and agree that Supercheap Auto may seek to obtain information about me/us from any credit provider, referee, credit reporting agency body or other agency for the purpose of assessing this application and my/our commercial credit worthiness in accordance with SRG's Privacy Policy and SRG's Credit Information Management Policy.

8 I/We acknowledge and agree that Supercheap Auto may use or disclose this information to a credit reporting body for the purposes of assessing my application for credit and my/our credit worthiness, and to other third parties for the purposes of collecting overdue payments relating to commercial debts owed by the Customer (or acquiring the services of third parties to make such collections on Supercheap Auto's behalf), for the purposes of making a default listing with a credit reporting body against me/us if the Customer defaults on the commercial debts owed by it, or for other purposes as required by law. Supercheap Auto will do so in accordance with SRG's Privacy Policy and SRG's Credit Information Management Policy.

GUARANTEE

The Guarantor covenants with Supercheap Auto as follows:

1 If there is more than one Guarantor, 'Guarantor' means all of them collectively and each of them individually and this guarantee and indemnity shall be enforceable against the Guarantor jointly and severally. A 'Co-surety' includes any other person who otherwise guarantees payment of the moneys owing to Supercheap Auto.

2 The Guarantor guarantees:

(a) the due and punctual payment to Supercheap Auto by the Customer of:

(i) all moneys which the Customer may now or in the future be liable to pay to Supercheap Auto for the supply of goods or services;

(ii) any interest payable on overdue accounts; and

(iii) any reasonable costs, incurred by Supercheap Auto, in relation to any attempt to recover moneys owed to Supercheap Auto by the Customer.

(b) the due performance of the Customer's obligations under the terms and conditions of supply of Products by Supercheap Auto to the Customer on credit.

3 This guarantee and indemnity constitutes a continuing and irrevocable obligation until the Guarantor is expressly released by Supercheap Auto and it is not discharged until final payment or settlement of accounts.

4 This guarantee and indemnity constitutes an unconditional obligation that is not affected by anything which, under the law relating to sureties, might otherwise affect the Guarantor, including:

(a) any change in the legal capacity, rights or obligations of the Guarantor, the Customer or a Co-surety; or

(b) the fact that, in relation to any of the moneys or any security, guarantee or indemnity for them, Supercheap Auto:

(i) obtains a judgement against the Customer, a Co-surety or any other person; or

(ii) gives up, releases, varies or exchanges or fails to obtain, perfect, register or realise, or deal in any other way with any security, guarantee or indemnity; or

(iii) grants time or any other concession to, or compounds or compromises with, or does or omits to do anything which affects the obligations of the Customer, a Co-surety or any other person to Supercheap Auto or to the Guarantor; or

(iv) receives any dividends out of the estate or assets of the Customer, a Co-surety or of any person; or

(c) any security, other guarantee or indemnity held or taken by Supercheap Auto being void, defective or informal or ranks after any other security or obligation for any reason; or

(d) the death, mental or physical disability or insolvency of the Customer, a Co-surety or any other person; or

(e) a variation or extension to, or a stopping, replacement or refusal of any credit or other arrangement (including an increase in any credit or a variation in the terms of supply of Products) given to the Customer whether with or without the Guarantor's consent or knowledge provided that we will notify you and obtain your consent where we increase any credit provided from that which applied at the time of the guarantee being executed;

(f) any moneys being irrecoverable from the Customer, a Co-surety or any other person for any reason; or

(g) the cessation of business by any firm or partnership which the Customer or the Guarantor comprises or any change in its membership; or

(h) where there is more than one Guarantor and only one or more Guarantor, but not all of the Guarantors, has executed this Guarantee and Indemnity.

5 This guarantee and indemnity constitutes principal obligations of the Guarantor and Supercheap Auto is not required to make demand first or take action first against the Customer or to marshal its security.

6 If the Customer is wound up, enters voluntary administration, becomes insolvent, has a liquidator, receiver, receiver and manager or administrator appointed to it, or is made bankrupt or makes a deed of arrangement, composition or compromise in satisfaction of its debts or (being a natural person) dies, the Guarantor must not prove or claim in the assets of the Customer in competition with Supercheap Auto in relation to its performance of its obligations under this Guarantee or by reason of any amount being payable arising under this Guarantee.

7 The Guarantor agrees to grant an all obligations registerable mortgage as beneficial owner and as trustee of every trust (meaning each trust for which the Guarantor holds real property or other property as trustee) over all the Guarantor's real property from time to time (including land acquired in the future) in favour of Supercheap Auto to secure the payment of the moneys and the performance and observance of the Guarantor's covenants in this guarantee and indemnity. Recourse to the charged property and the Guarantor is limited to the aggregate of:

(a) the credit limit under the Terms and Conditions;

(b) all moneys owing under this agreement; and

(c) any enforcement expenses reasonably incurred by Supercheap Auto in enforcing its rights under this guarantee.

8 8 On written demand by Supercheap Auto, the Guarantor hereby agrees to sign a registrable all obligations Memorandum of Mortgage on the then current Auckland District Law Society form (or if there is no such form, an all obligations form then commonly used by solicitors practising in New Zealand) and take all actions and sign all other documents reasonably required by Supercheap Auto to give effect to this clause.

9 Supercheap Auto will collect, use and disclose your personal information in accordance with Supercheap Auto's Privacy Policy (located at [insert]) and your credit information in accordance with Supercheap Auto's Credit Information Management Policy (located at [insert]). These policies include information regarding how you can access, request, or amend any personal and/or credit information (as applicable) that Supercheap Auto holds about you.

10 This guarantee and indemnity is binding on the Guarantor and the Guarantor's executors, administrators and successors.

11 The Guarantor acknowledges the risks associated with this guarantee and indemnity.

12 This guarantee and indemnity is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

TERMS AND CONDITIONS OF SALE

These Terms and Conditions are current at [23/07/2024].

2 General

2.1 Until written notification is received by the Customer from Supercheap Auto that the application is approved, the Customer is not entitled to any credit for the supply of Products.

2.2 Supercheap Auto will not be able to provide any credit for the supply of Products until the Customer has provided Supercheap Auto with any information it requires about the Customer, including anything required by the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and about the Customer's beneficial owners or anyone authorised to act on the Customer's behalf.

2.3 The Customer will be notified in writing of the credit limit if the application is approved.

2.4 These Terms and Conditions are deemed incorporated into the conditions under which an application is approved. The Trade Terms and Conditions will apply to the supply of Products to the Customer.

2.5 If there is any inconsistency between these Terms and Conditions and any other document, these Terms and Conditions will prevail unless otherwise agreed to in writing by the parties.

2.6 The Customer's personal representatives, successors and permitted assigns shall be bound by these Terms and Conditions and all obligations contained herein, to the benefit of Supercheap Auto and its successors and assigns.

3 Payment

3.1 Payments of accounts shall be made in full on or before the last working day of the month following the month in which the goods are invoiced.

3.2 The only accepted means of paying accounts will be by cash, cheques, electronic funds transfer or credit card (Mastercard, Visa & American Express only).

3.3 The Customer and Supercheap Auto must make payment under these Terms and Conditions without any deduction or set off, unless otherwise agreed to by the parties.

3.4 Supercheap Auto is entitled to charge interest at 2% per month (24% p.a.) on overdue payments (Overdue Interest). Balances of accounts not paid as stated at clauses 3.1 and 3.2 above will be deemed overdue and Overdue Interest will accrue on such overdue amount from the due date up to the date of actual payment.

4 Account terms

4.1 The Customer will be given at least thirty (30) days' written notice if Supercheap Auto makes any alteration to the credit limit. Supercheap Auto agrees not to reduce the credit limit below the amount outstanding at that time.

4.2 The Customer must pay within five (5) business days any reasonable costs, expenses and disbursements incurred by Supercheap Auto (including any collection costs, dishonoured cheque fees and legal costs) arising from the Customer's non-compliance and incidental to the enforcement of or any litigation on these Terms and Conditions or from a default on payment, excluding any costs, expenses or disbursements incurred by the mistake, fraud, negligence or wilful misconduct of Supercheap Auto or its employees, officers, contractors or agents.

5 Default

5.1 If the Customer:

(a) fails to make due and punctual payment of any moneys owed to Supercheap Auto on the relevant due date; or

(b) is wound up, is unable to pay all its debts as and when they become due and payable or goes into bankruptcy; or is otherwise insolvent; or

(c) is placed in receivership, liquidation, voluntary administration; or

(d) makes a deed of arrangement, composition or compromise in satisfaction of its debts;

(e) is otherwise in breach of these Terms and Conditions in a material respect, and

the Customer has not remedied the breach (if capable) within thirty (30) days of being notified of the breach by Supercheap Auto,

5.2 then:

(a) all moneys owed to Supercheap Auto by the Customer become immediately due and payable; and

(b) Supercheap Auto may, without prejudice to any other rights:

(i) withdraw the supply of Products on credit;

(ii) withhold any future supply of Products;

(iii) where the customer has not fully paid for the Products, enter onto the Customer's premises to retake possession of the Products and sell them for payment of monies owed to us.

6 Property

6.1 Until all moneys owed to Supercheap Auto have been paid in full:

(a) Supercheap Auto retains ownership of and title to the Products; and

(b) the Customer:

(i) holds the Products as Supercheap Auto's fiduciary agent and bailee and indemnifies Supercheap Auto for any damage or alteration to the Products, excluding any damage or alteration caused by the mistake, fraud, negligence or wilful misconduct of Supercheap Auto or its employees, officers, contractors or agents;

(ii) must properly store the Products separately and in a manner which identifies Supercheap Auto as the owner;

(iii) must insure and keep the Products insured (to the extent that it is insurable) against loss or damage and note Supercheap Auto's interest in the Products;

(iv) may sell the Products as bailee for Supercheap Auto, but must hold the moneys received on trust for Supercheap Auto and account to Supercheap Auto for all proceeds of the Products (including insurance proceeds);

(v) must permit Supercheap Auto reasonable access to the Customer's premises to inspect or repossess the Products, and the Customer must make arrangements with the Customer's landlord as appropriate to give Supercheap Auto entry to the Customer's premises within 24 hours from receipt of notice from Supercheap Auto.

(vi) must not grant any further security in the Products; and

(vii) agrees that if the Products are attached, fixed or incorporated into any other property by the Customer, then the security interest continues in the proceeds of the sale of those Products or in that other property (as applicable) in each case to secure payment of all sums payable by the Customer to Supercheap Auto.

The Customer agrees that:

6.2 these:

(a) Terms and Conditions create a purchase money security interest under the Personal Property Securities Act 1999 (Cth) (PPSA) over the Products in favour of Supercheap Auto, and until Supercheap Auto registers its interest on the Personal Property Securities Register (PPSR), the Customer shall not be entitled to take possession of any of the Products; and

(b) The Customer authorises and directs Supercheap Auto to register its security interest on the PPSR.

6.3 At the request of Supercheap Auto, the Customer agrees to cooperate and promptly execute any further documentation (or procure that it be done) that may be required from time to time to better secure Supercheap Auto's security interest (including its purchase money security interest) in the Products.

7 Statutory powers and notices

7.1 To the extent the law permits:

(a) the Customer waives its rights as a debtor under sections 116, 121, 125, 126, 127, 128 and 131 of the PPSA:

the customer and Supercheap Auto agree that nothing in sections 114(1)(1), 122, 133 and 134

of the PPSA shall apply to these Terms and Conditions; and

(c) if the PPSA is amended after the date of these Terms and Conditions to permit the Customer and Supercheap Auto to agree to not comply with or to exclude other provisions of the PPSA, Supercheap Auto may notify the Customer that any of these provisions is excluded, or that Supercheap Auto need not comply with any of these provisions as notified to the Customer by Supercheap Auto.

7.2 If Supercheap Auto exercises a right, power or remedy in connection with these Terms and Conditions, that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless Supercheap Auto states otherwise at the time of exercise. However, this clause does not apply to a right, power or remedy which can only be exercised under the PPSA.

7.3 The Customer agrees to give Supercheap Auto not less than fourteen (14) days' prior written notice of any proposed change in its name other contact details.

7.4 To the extent the law permits, the Customer waives:

(a) its rights to receive any notice that is required by:

(i) any provision of the PPSA (including any verification statement or financing change statement under section 148 of the PPSA or notice under sections 120 and 129 of the PPSA); or

(ii) any other law before a secured party or a receiver exercises a right, power or remedy; and

(b) any time period that must otherwise lapse under any law before a secured party or a receiver exercises a right, power or remedy.

7.5 If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).

7.6 However, nothing in this clause prohibits Supercheap Auto or any receiver from giving a notice under the PPSA or any other law.

8 Limitation of liability

8.1 To the maximum extent permitted by law, except as expressly set out in these Terms and Conditions, Supercheap Auto:

(a) makes no representations or warranties, whether express or implied, in connection with these Terms and Conditions (including in relation to the application or Trade Program, and any Products, advice or information that is provided to the Customer by Supercheap Auto); and

(b) excludes any liability (whether in contract, tort (including negligence), or otherwise) for any indirect or consequential loss, damage or expense incurred by Customer or any other person in connection with these Terms and Conditions, except to the extent the loss, damage or extent is caused by the mistake, fraud, negligence or wilful misconduct of Supercheap Auto or its employees, officers, contractors or agents.

8.2 To the extent Supercheap Auto is unable by law to exclude any implied condition, representation, warranty or statutory guarantee, or the Products are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Supercheap Auto limits its liability (at its option) to the re-supply of the Product, or payment for such re-supply.

8.3 To the extent permitted by law, Supercheap Auto's liability to the Customer for loss or damage of any kind arising out of these Terms and Conditions is reduced to the extent that the Customer caused or contributed to the loss or damage.

9 Suspension, withdrawal and closure of credit facility

9.1 Supercheap Auto may delay, block or refuse to process any payment or provide any Products without incurring liability if Supercheap Auto knows or reasonably suspects that the payment or the application of its proceeds, or the provision of the Product will:

(a) breach, or cause Supercheap Auto or the Customer to breach, any applicable laws or regulations of any jurisdiction (including any sanctions); or

(b) allow the imposition of any penalty on Supercheap Auto under any such law or regulation.

9.2 The Customer may close the credit facility by giving Supercheap Auto written notice by emailing trade_accounts@superretailgroup.com. The Customer must pay any amounts it owes Supercheap Auto under the credit facility.

9.3 Subject to clause 9.6, Supercheap Auto may withdraw the Customer's ability draw down further credit under the credit facilities at any time if the total prices of all the Products purchased by the Customer, is less than the minimum annualised spend of NZ$600 (inclusive of GST) ('Minimum Spend') in any given twelve (12) month period.

9.4 Where the credit facility is withdrawn under clause 9.3, the payment terms remain the same for credit provided prior to withdrawal.

9.5 Subject to clause 9.6, Supercheap Auto has the right to close, or block access to, the credit facility if:

(a) it is no longer lawfully possible to provide the credit facility to the Customer, such as in the circumstances of clause 9.1;

(b) the Customer has committed a material breach of these Terms and Conditions;

(c) Supercheap Auto considers it necessary for security reasons or suspects fraudulent use or access to the credit facility; or

(d) Supercheap Auto considers it necessary, in its reasonable opinion, on order to protect its legitimate business interests.

9.6 Subject to clause 9.7, Supercheap Auto may only, in its reasonable discretion, take the actions in clauses 9.3 and 9.5 upon giving the Customer a minimum of thirty (30) days' written notice.

9.7 When, in Supercheap Auto's reasonable opinion, there is a material and immediate risk with the Customer's credit facility remaining open, Supercheap Auto can close the credit facility with no notice period. In this circumstance, Supercheap Auto will provide the Customer with written notice as soon as reasonably possible after the action has been taken.

10 Notice

10.1 Unless otherwise noted in this agreement, any notice to be given to Supercheap Auto by the Customer may be sent to Finance Services, Super Cheap Auto (New Zealand) Pty Ltd at PO Box 97059, South Auckland Mail Centre, New Zealand 2241 or emailed to trade_accounts@superretailgroup.com.

10.2 Any notice to be given to the Customer by Supercheap Auto shall be sent to the Customer's last known mobile number or email, whichever is applicable.

10.3 Notices shall be considered to have been sufficiently delivered two (2) days after mailing or in the case of email once it has been sent, unless a notice of a failure is received.

11 Trust and trustees

11.1 Where the Customer is a trustee, the Customer agrees to provide Supercheap Auto with a copy of the trust deed and details of the trust beneficiaries.

11.2 The Customer represents and warrants to Supercheap Auto that:

(a) the Customer is the only trustee of the trust;

(b) the trust is validly created and existing;

(c) the documents and information provided in 11.1 are true and correct to the best of the trustee's knowledge, having made due enquiries;

(d) it has full power and authority to act on behalf of the trust and to enter into these Terms and Conditions and the application; and

(e) the Customer is entitled to be fully indemnified out of the assets of the trust for its liability under these Terms and Conditions.

11.3 The Customer further agrees that:

(a) it shall be bound by these Terms and Conditions and that it enters into the application both personally and as trustee; and

(b) it will notify Supercheap Auto of any changes to the trust deed or details of the trust beneficiaries.

12 Changes to these Terms and Conditions

12.1 Supercheap Auto may change these Terms and Conditions upon giving thirty (30) days' notice to the Customer for any of the following reasons:

(a) to comply with any change or anticipated change in law;

(b) to reflect any decision of a court, ombudsman or regulator;

(c) if Supercheap Auto considers it necessary for information security reasons;

(d) to respond proportionately to changes in the cost of providing the credit (including by changing or imposing new fees). In these circumstances, the Customer may close the credit facility under clause 9.2 without penalty;

(e) to make these Terms and Conditions clearer; or

(f) for some other reason not listed above if we act reasonably to meet our legitimate business interest and provide you with reasonable notice in the circumstances.

Such amendments will be effective as soon as they are made.

12.2 Supercheap Auto is not required to provide thirty (30) days' notice to the Customer where the change is required by law.

12.3 Supercheap Auto will notify the Customer of amendments to these Terms and Conditions in accordance with clause 10.2. By continuing to use the credit facility after these terms and conditions have been amended, the Customer agrees to be bound by the changes.

12.4 Supercheap Auto encourages the Customer to periodically review these Terms and Conditions, so that the Customer remains informed about the terms that govern the credit facility.

13 Assignment and novation

The Customer must not assign and/or novate their rights under these Terms and Conditions without the prior written approval of Supercheap Auto, which may not be unreasonably withheld.

14 Waiver

Any failure by Supercheap Auto to exercise any right or power does not operate as a waiver and a partial exercise of a right or power and does not preclude any further exercise of the right or power.

15 Force majeure

To the extent permitted by law, neither party will be liable, nor in default under these Terms and Conditions, for any failure to observe or perform any of its obligations under these Terms and Conditions for any reason or cause which could not, with reasonable diligence, be controlled or prevented by that party. These causes include acts of God, acts of nature, acts or omissions of government or their agencies, strikes or other industrial action, pandemics, fire, flood, storm, riots, power shortages or failures, sudden and unexpected system failure or disruption by war or sabotage, and other acts or omissions of third parties.

16 Severability

Each of these Terms and Conditions is separately binding. If the whole or any part of a provision of these Terms and Conditions is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these Terms and Conditions has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms and Conditions or is contrary to public policy.

17 Inconsistent terms

If there is any inconsistency between these Terms and Conditions and the Trade Terms and Conditions, these Terms and Conditions will prevail.

18 Governing Law

These Terms and Conditions are governed by the laws of New Zealand and are to be construed and enforced in accordance with those laws. Each party submits to the non-exclusive jurisdiction of New Zealand courts.

19 GST

If any payment to be paid to Supercheap Auto under these Terms and Conditions is subject to GST, the amount to be paid will be increased so the amount retained by Supercheap Auto after the payment of GST is the same as it would be if no GST were payable in respect of the payment.

20 Contact

For any questions or complaints, the Customer can contact Supercheap Auto on 0800 722 022 or at trade_accounts@superretailgroup.com

I/We declare that the credit to be provided to me/us by Supercheap Auto is to be applied wholly or predominantly for:

(a) business purposes; or

(b) investment purposes other than investment in residential property.