The following terms and conditions ('the terms') shall be incorporated into every contract for sale and/or delivery of goods ('the goods') by Australian Clutch Services Pty Ltd.

A.B.N 36 008 202 711 ('The Seller'). All quotations given, orders accepted and credit extended by the seller is subject to the following terms.

1. Retention of Title

The Buyer hereby acknowledges that the goods supplied by the Seller shall remain the property of the Seller until the Seller receives payment for the same. The Seller hereby allows the Buyer to deal, sell or trade with the goods in the normal course of business and for the Buyer to retain the sale proceeds of such sale or dealing provided that the Buyer adheres to the terms and conditions of this Agreement. In the event of the Buyer defaulting in any of the terms of this Agreement including the payment of any monies due under this Agreement, then the Seller shall have the right (without giving notice) to retake possession of the goods supplied to the Buyer by the Seller and the Buyer hereby authorises and allows the Seller or its representative, servant, agent or employee to enter the premises upon which the goods are housed or stored for the purpose of taking possession of same and the Seller shall not be liable for any cost, losses, damages, or any other monies or losses suffered by the Buyer as a result of the Seller retaking possession of the goods.

2. Pricing

Prices quoted by way of representative of Australian Clutch Services or Published price lists are subject to change without notice, and are not binding by the Seller (Australian Clutch Services.) The prices of goods shall be exclusive of all delivery charges and insurance costs which shall be payable by the buyer. Australian Clutch Services reserves the right to increase prices to take in account any increase in cost to the Seller or for supplying of Goods. All clerical errors in prices are subject to correction by the seller

3. Acceptance Of Order

(a) The Seller's acceptance of the Order is subject to these terms and conditions of sale and to any additional terms and conditions that may be contained in the Seller's price lists or quotations pursuant to which the order was given.

(b) These terms and conditions of sale may only be amended with the written consent of the Seller.

(c) The Terms and conditions of sales referred to in clause 3a shall take precedence over any additional or inconsistent terms and conditions contained in the Buyers order or in the Buyers request for quotation.

4. Acceptance of Goods

Acceptance of goods delivered by the Buyer shall be deemed to have taken place at the expiration of 3 days of the date of delivery to the buyer.

5. Returns

The Buyer may return for goods for credit within fourteen (14) days of invoice date provided the following conditions are satisfied:

(a) The seller's written approval has first been obtained and the original invoice number and date have been quoted for reference.

(b) Goods have not been used and are received by the Seller in their original and resaleable condition:

(c) The Buyer agrees to pay all freight and other charges payable upon return of the Goods;

(d) Copy of Sellers invoice must accompany the returned goods.

(e) A reason for the return of goods must be indicated at the time on return.

(f) All goods returned for credit, The Seller reserves the right to apply a 10% handling charge.

(g) All specifically procured goods will not be accept back for credit

(h) Returns will not be accepted after ninety (90) days unless by prior arrangement in writing.

6. Delivery

The Seller will make all reasonable efforts to have the goods delivered to the Buyer on the date agreed between the parties as the delivery date, but the supplier shall be under no liability whatsoever should delivery not be made on this date. The seller reserves the right of supplying any order in full or part. All freight and transit charges are the responsibility of the Buyer unless specific arrangements with the seller have been made prior to despatch.

7. Freight & Insurance

(a) Insurance is not included in the freight charge. Insurance, if required, is the responsibility of the purchaser and must be arranged prior to dispatch of goods.

(b) Customers wishing to nominate another freight company and or freight method, other than the one used by the Seller, must make arrangements prior to dispatch of goods.

(c) All cost incurred and insurance if required are the responsibility of the purchaser.

8. Payment

(8a) Account Customers: Payment must be made in full within Thirty (30) days of statement date. The seller reserves the right to withhold delivery of further goods until all outstanding amounts are paid. Short payments are not acceptable. Repeated stop credit status will result in complete closure of the buyer's account. All payments will be credited against the earliest goods supplied to the Buyer by the Seller.

(8b) Retail Customers: Standard terms are C.O.D. Payment must be made in full at time of purchase. Direct payments can be deposited into our bank account - Please contact ACS for bank details.

9. Use of Trade Name and Trademarks

Australian Clutch leading brands including ClutchPro, ClutchPro Commercial, Xtreme Clutch, Xtreme Outback, AG Clutch & Classic Clutch are registered trademarks of Australian Clutch Services Pty Ltd. Distributor's shall not use Australian Clutch Services trade names or trademarks, or any portion thereof, within the distributors own business name. Distributors shall have no right or interest in, or claim, on any such trade names or trademarks. Upon termination of its business relationship with ACS, a distributor shall immediately discontinue the use of such trade names and trademarks.

10. Advertising Guideline

Any company advertising Australian Clutch products (including ClutchPro, ClutchPro Commercial, Xtreme Clutch, Xtreme Outback, AG Clutch & Classic Clutch products) and competing products in the same advertisement must clearly identify which products are Australian Clutch Services products and which products are not to avoid any confusion over who manufactures which products. There should be no indication that non - ACS products are made by ACS, nor should ACS name recognition be used to promote sales of non - Australian Clutch Services products.

11. Catalogues, Price Lists and Technical References

Catalogues, Price Lists and Technical References provided to the Purchaser by the Supplier whether in printed or electronic form shall remain the property of the Supplier at all times and are not to be reproduced by any means without written approval of the Supplier. The Supplier shall not be held responsible for any errors or omissions in said Catalogues, Price Lists and Technical References.