Lion Purchasing Terms and Conditions

PLEASE NOTE: these terms have been updated on 9 November 2023 and 12 January 2024

In these terms and conditions, the words below have the following meanings:

Lion Group means Lion Pty Ltd (ABN 50 128 004 268) and any of its related bodies corporate (as defined in the Corporations Act 2001 (Cwlth)) from time to time;

Order means a purchase order given by Us to You in accordance with the agreed procedures;

Products means the products that You supply to Us at Our request from time to time;

Services means the services that You supply to Us at Our request from time to time;

We, Us or Our refers to the Lion Group entity that You are supplying Your Products and / or Services to, as specified on an Order;

and You or Your means the supplier specified on an invoice or other agreement with Us, or the supplier from whom the Products or Services are supplied, and if more than one person, each of them jointly and severally.

1. You must supply the Products and/or Services in accordance with Our Orders, on time, and in accordance with all applicable laws and any specifications and requirements agreed with Us. You acknowledge that, unless We specifically agree in writing otherwise, We do not agree to purchase any minimum quantity of Products or Services.

2. By providing the Products and/or Services, You agree to be bound by these Terms and conditions to the exclusion of all other terms and conditions, including any of Your standard or back of invoice terms and conditions other than a written agreement signed by authorised signatories of You and Us.

3. Unless We expressly agree otherwise, You must (at Your cost) provide all personnel, equipment, facilities and all other things necessary to fulfil Your supply obligations to Us.

4. You represent and warrant to Us that:

(a) the Products:

(i) are unencumbered;

(ii) comply with any Product specifications communicated to You;

(iii) are of acceptable quality, free from defects and suitable for the purpose for which the they are intended to be used; and (iv) do not infringe the rights (including any intellectual property rights) of any third party;

(b) the Services:

(i) comply with any Service specifications agreed by Us;

(ii) will be supplied with all due care and skill by suitably qualified staff; and (iii) do not infringe the rights (including any intellectual property rights) of any third party; and

(c) you will comply with any KPIs agreed with Us; and

(d) You have and will maintain all necessary authorisations, permits, approvals and licenses to supply the Products and/or Services.

5. After first providing You with feedback and if a rectification approach is not agreed, We may reject any Products or Services that do not comply with the provisions of clause 1 or clause 4. At Our request, You agree to promptly replace, at Your cost, any non-complying Products or Services with complying Products or Services, and pay Us any additional costs or expenses incurred by Us.

6. You must effect and maintain insurance policies covering (and provide us with evidence of such insurances, upon request):

(a) public liability and product liability insurance for an amount not less than $20,000,000;

(b) if You are providing professional services, professional indemnity insurance for an amount not less than $10,000,000; (c) workers compensation insurance as required by law; and

(d) any other insurance as required by law or that a prudent person would take out in relation to the supply of the Products or Services.

7. In return for You providing the Products and/or Services to Us in accordance with these terms and conditions, We will pay the agreed fees applicable to the supply of those Products and/or Services.

Subject to clause 9, You agree that You are responsible for all freight costs, taxes, charges, levies and other costs in connection with the supply of the Products and/or Services, unless expressly agreed otherwise by Us.

8. We will pay your tax invoices 30 days from date of invoice. If We, acting reasonably, dispute any amount claimed by You under any invoice, We may withhold payment of that amount until such time as the dispute is resolved.

9. If GST is imposed on any supply made by one party (“GST Supplier”) to the other party under this agreement, the recipient of the supply (“Recipient”) must pay, in addition to any consideration payable under this agreement for the supply, an additional amount for the supply calculated by multiplying the prevailing GST rate by the consideration for the relevant supply provided always that the GST Supplier issues a valid tax invoice to the Recipient within 7 days after the occurrence of any event that causes the GST liability of the GST Supplier on any taxable supply to the Recipient to be attributed to a particular tax period.

10. Each party acknowledges that the confidential information of the other party is valuable to the other party. Each party undertakes to keep the confidential information of the other party secret and to protect and preserve the confidential nature and secrecy of the confidential information of the other party.

11. You are not permitted to use any of Our intellectual property for any purpose without Our prior written consent. For the avoidance of doubt, We retain all rights, title and interest in and to Our intellectual property.

12. You acknowledge that any member of the Lion Group may purchase Products and/or Services from You.

13. While entering, exiting or present on Our premises, You must comply with occupational health and safety laws, regulations, standards and codes of practice and comply with all of Our policies, procedures and directions in relation to Our premises and business as notified to You.

14. You must comply with Lion’s Responsible Sourcing Code, Lion’s Code of Conduct and all other policies made available at Our Policies & Reporting - Lion Corporate as amended from time to time. We will provide You with notice of any amendments to these policies, and if, in Your reasonable opinion, the changes are materially detrimental to You, You must notify Us as soon as practicable in writing. In such case, We may agree that such amended policies do not apply to You. If We do not agree that such amended policies do not apply to You, You may terminate these terms and conditions on at least 30 days’ written notice to Us. We acknowledge and agree that any amended policies will not apply to any purchase orders which have already been accepted by You.

15. Either of Us may terminate the supply arrangement governed by these terms and conditions by written notice if:

(a) the other person has not remedied a breach of these terms and conditions within 14 days of the first person notifying the other to do so; or (b) to the extent permitted by law, the other person is insolvent, in liquidation, a receiver or manager is appointed over it or its assets or it is otherwise unable to pay its debts as and when they fall due.

16. Without limiting clause 4 and 6 of these terms and conditions, unless otherwise agreed by Us, title to and risk in any Products passes on delivery of the Products to Us.

17. You remain liable to Us for the acts or omissions of any of Your agents or sub-contractors in the same way as You are liable for Your own actions. You must ensure that Your employees, agents and sub-contractors comply with these terms and conditions.

18. Neither party may assign, transfer, novate, encumber or otherwise deal with all or part of its rights or obligations under these terms and conditions without the other

party’s prior written consent, except that We may assign, transfer or novate these terms to a related company on notice to You.

19. These are Our standard terms of purchasing. When You supply Products and / or Services to Us, You are offering to supply them on the most up-to-date version of these Terms as made available at https://lionco.com/legal/terms-and-conditions/purchasing-terms-and-conditions/, as printed on the relevant invoice or as otherwise notified to You prior to the date of supply.

20. These Terms are governed by the laws of the Australian or New Zealand location in which the Products and/or Services are supplied by You. You and We accept the non-exclusive jurisdiction of those courts.