EZZY FIT DISTRIBUTOR AGREEMENT

The Distributor acknowledges and agrees that these Terms & Conditions become immediately binding and enforceable upon the earlier of any of the following events:

• a) payment of any deposit, part payment, progress payment, or invoice issued by Ezzy Fit;
• b) placement of a purchase order with Ezzy Fit;
• c) written, verbal, electronic, SMS, or email confirmation of an order;
• d) acceptance of a quotation issued by Ezzy Fit;
• e) commencement of manufacturing, procurement, production, packaging, coating, sealing, or shipping processes relating to the Distributor's order; or
• f) receipt, collection, unloading, possession, resale, or installation of any products supplied by Ezzy Fit.

The Distributor acknowledges that payment of a deposit constitutes full acceptance of these Terms & Conditions and creates a legally binding commercial agreement between the parties. The Distributor further acknowledges that: all deposits are non-refundable once manufacturing, procurement, coating, sealing, packaging, or shipping has commenced; imported container orders are custom commercial supply orders specifically arranged for the Distributor; and Ezzy Fit may rely upon the Distributor's deposit and order confirmation to commit to manufacturing, supplier contracts, freight bookings, container allocations, packaging upgrades, coating applications, and related commercial obligations.

[Intentionally left for original Clause 2 content if any. If none, this clause has no effect.]

a) The Distributor acknowledges that Goods supplied under this Agreement may be manufactured, procured, shipped, or invoiced by Fuzhou Luxiang Import and Export Trading Co., Ltd ("Lu Xiang") as a related supplier to Ezzy Fit.
b) The Distributor agrees that any claim, dispute, or proceeding arising from manufacturing, product defects, shipping delays, freight damage, or supply issues may be brought against Lu Xiang only to the extent permitted by law, and the Distributor acknowledges that Lu Xiang's liability shall be subject to the same limitations and exclusions as Ezzy Fit under this Agreement.
c) The Distributor agrees that it will not join Lu Xiang as a defendant in any proceeding where an adequate remedy is available against Ezzy Fit.
d) The Distributor indemnifies Lu Xiang against all claims, losses, and costs as if Lu Xiang were expressly named in the indemnity clauses of this Agreement.

a) The Distributor must register and use a trading name that clearly distinguishes the Distributor from Ezzy Fit Pty Ltd and Lu Xiang.
b) The Distributor must not trade under any name that implies the Distributor is Ezzy Fit Pty Ltd, Lu Xiang, or a corporate parent of either entity.
c) The Distributor acknowledges that: "Ezzy Fit (Charlie Brown)" is an example of an independent distributor entity name; any claim, lawsuit, or dispute arising from the Distributor's installation, resale, representations, or site works must be brought against the named distributor entity, not against Ezzy Fit Pty Ltd or Lu Xiang.
d) The Distributor indemnifies Ezzy Fit Pty Ltd and Lu Xiang against any claim, proceeding, or judgment that attempts to hold the parent company liable for the acts or omissions of the Distributor where the Distributor has failed to clearly distinguish its trading name as required under this clause.
e) Failure to Comply: The Distributor must, within thirty (30) days of signing this Agreement, register and use a trading name approved by Ezzy Fit. Failure to do so is a material breach allowing immediate termination of this Agreement.

a) Ezzy Fit has advised the Distributor that manufacturing requires up to one (1) month and sea freight requires up to forty-five (45) days.
b) The Distributor acknowledges that to maintain continuous stock, the Distributor must place a re-order for the next container no later than the date of receiving the current container.
c) The Distributor expressly waives any claim against Ezzy Fit or Lu Xiang for: loss of sales; loss of customers; project delays; reputational damage; or any consequential loss arising from the Distributor's failure to place timely re-orders resulting in stock being unavailable.

a) The Distributor acknowledges and agrees that: Ezzy Fit Pty Ltd is the brand owner, designer, and distributor of the Products. Ezzy Fit is responsible for product specifications, design, marketing, and quality standards. Fuzhou Luxiang Import and Export Trading Co., Ltd ("Lu Xiang") is the manufacturer and physical supplier of the Products. Lu Xiang manufactures the Products to Ezzy Fit's specifications.
b) The Distributor acknowledges that Ezzy Fit is not the manufacturer of the Products. Ezzy Fit does not control the manufacturing process, factory operations, or raw material sourcing.
c) The Distributor acknowledges that Lu Xiang is not the designer of the Products. Lu Xiang manufactures strictly in accordance with Ezzy Fit's design specifications and has no responsibility for design errors, fitness for purpose, or intellectual property ownership.
d) Any claim relating to manufacturing defects (including but not limited to faulty production, raw material inconsistency, poor workmanship, coating adhesion failure, dimensional tolerance errors arising from production) shall be brought against Lu Xiang only, to the extent permitted by law, and subject to the same limitations and exclusions in this Agreement.
e) Any claim relating to design defects (including but not limited to specification errors, insufficient engineering, inappropriate dimensions, incorrect material selection in the design, or failure to meet Australian Standards as designed) shall be brought against Ezzy Fit only.
f) The Distributor acknowledges that neither Ezzy Fit nor Lu Xiang shall be jointly liable for the acts or omissions of the other. Each entity's liability is several and limited to its own role as set out in this clause.
g) The Distributor indemnifies and holds harmless Ezzy Fit against any claim that attempts to hold Ezzy Fit liable as a manufacturer. The Distributor indemnifies and holds harmless Lu Xiang against any claim that attempts to hold Lu Xiang liable as a designer.
h) The Distributor acknowledges that it has been advised to seek independent legal advice regarding the distinction between manufacturing defects and design defects, and the allocation of liability under this clause.

a) The Distributor acknowledges that Lu Xiang is a Chinese entity with no physical presence, office, employees, or assets in Australia.
b) Lu Xiang's sole obligation under this Agreement is to manufacture the Goods to Ezzy Fit's specifications and to supply the Goods to Ezzy Fit or its nominated freight forwarder.
c) Lu Xiang has no obligation to: comply with Australian laws, standards, or regulations (including but not limited to Australian Building Codes, Australian Standards, or workplace health and safety laws); appear in any Australian court or legal proceeding; or appoint a representative for service of process in Australia.
d) Any claim against Lu Xiang must be brought in the People's Republic of China under Chinese law, unless the Distributor obtains Ezzy Fit's prior written consent to bring a claim elsewhere.
e) The Distributor acknowledges that enforcing any judgment against Lu Xiang outside China may be difficult or impossible, and the Distributor accepts this risk as a commercial bargain for accessing Lu Xiang's manufacturing prices.
f) Ezzy Fit acts as Lu Xiang's exclusive commercial agent for the purpose of receiving notices, payments, and communications under this Agreement. Service of any legal process on Ezzy Fit shall not constitute service on Lu Xiang.

a) The Distributor acknowledges that Lu Xiang manufactures the Goods using raw materials sourced from third-party suppliers. Lu Xiang does not warrant that raw materials will be free from latent defects beyond what is reasonably detectable during manufacturing.
b) Any claim relating to faulty raw materials that could not have been detected by reasonable manufacturing inspection shall be brought against the raw material supplier directly, and the Distributor waives any claim against Ezzy Fit or Lu Xiang for such latent raw material defects.
c) The Distributor acknowledges that Lu Xiang's manufacturing process includes reasonable quality control checks, but no manufacturing process can detect 100% of latent raw material defects. The Distributor accepts this commercial risk as part of the bargain for accessing Lu Xiang's manufacturing prices.
d) To the maximum extent permitted by law, Ezzy Fit and Lu Xiang exclude all liability for:

• i) latent defects in raw materials that were not detectable during reasonable manufacturing inspection;
• ii) consequential losses arising from raw material failure;
• iii) any claim that the Goods are not fit for a particular purpose unless that purpose was disclosed in writing by the Distributor and expressly accepted in writing by Ezzy Fit prior to manufacturing.

e) The Distributor acknowledges that it is solely responsible for:

• i) testing the Goods for its intended use case;
• ii) obtaining its own insurance against raw material failure; and
• iii) conducting due diligence on the suitability of the Goods for any specific application.

f) No claim for faulty materials (including raw material defects, manufacturing defects, or workmanship issues) shall be brought more than twelve (12) months from the date of delivery, failing which the claim is permanently barred.

a) The Distributor acknowledges that standard product pricing is based on Ezzy Fit's standard manufacturing, packaging, and freight preparation procedures unless otherwise agreed in writing.
b) If the Distributor requests additional protective packaging measures including foam liners, rubber separators, cardboard spacers, protective sheets, edge protectors, pallet reinforcement, individual wrapping, or additional freight protection materials, then all additional material, labour, packaging, handling, and freight costs associated with those requests shall be payable by the Distributor.
c) The Distributor acknowledges that additional protective packaging measures may reduce, but do not guarantee prevention of, freight-related cosmetic damage, scratches, scuff marks, coating marks, handling marks, or transit impacts associated with international shipping and container transport.
d) If the Distributor requests the application of any sealers, protective coatings, clear coatings, anti-scratch coatings, protective surface treatments, waterproofing products, or additional finishing treatments, then all associated material, manufacturing, labour, application, handling, drying, packaging, and freight-related costs shall be payable by the Distributor.
e) Ezzy Fit makes no guarantee that optional sealers, coatings, liners, or protective packaging methods will entirely eliminate freight-related cosmetic impacts, transit wear, environmental exposure, or handling damage during international shipping.
f) Any optional packaging upgrades, liners, coatings, or protective treatments requested by the Distributor must be confirmed in writing and may increase manufacturing lead times, freight dimensions, freight weight, container loading configurations, and total landed costs.
g) Once optional packaging, liners, coatings, or sealing treatments have been approved by the Distributor and production has commenced, associated costs shall be non-refundable.

a) The Distributor must inspect all goods immediately upon delivery and prior to resale, installation, or distribution.
b) Any claim relating to shortages, transit damage, or alleged defects must: be submitted in writing within seven (7) calendar days of delivery; include clear photographs, videos, batch numbers, and freight documentation; and identify the specific products affected.
c) Any claim not lodged within 7 calendar days with clear photographic and batch evidence is permanently barred and waived.
d) Failure to provide notice within the required timeframe constitutes acceptance of the goods as delivered, except where prohibited by law.
e) The Distributor acknowledges that minor cosmetic freight-related issues which do not materially affect structural performance or intended product use shall not constitute a major defect or product failure.
f) The Distributor must accept the entire container shipment. No partial rejection is permitted. If the Distributor refuses delivery or attempts to reject part of a shipment, Ezzy Fit may declare the entire order forfeited with no refund of any deposit or payments made.

a) If the Distributor intends to make any claim regarding alleged defects in the goods, the Distributor must: retain at least five (5) full, uninstalled, unmodified samples from the alleged defective batch; store those samples in dry, original condition; and make them available for inspection by Ezzy Fit or an independent laboratory within seven (7) days of the claim.
b) If the Distributor fails to retain uninstalled samples, all claims regarding alleged defects are deemed waived and forever barred.
c) If the Distributor disputes Ezzy Fit's determination that damage is within tolerances or that colour variation is acceptable, the Distributor must, at its sole cost, engage an independent NATA-accredited laboratory to test the products. If the laboratory confirms Ezzy Fit's position, the Distributor must reimburse Ezzy Fit for its own legal and expert costs incurred in defending the claim.
d) The Distributor acknowledges that installed products are subject to site conditions, installation methods, and environmental exposure, and therefore installed products cannot be relied upon as evidence of manufacturing defects.

a) Ezzy Fit will take reasonable steps to ensure products are appropriately manufactured, packaged, and prepared for international freight dispatch.
b) The Distributor acknowledges that freight-related cosmetic issues arising during shipping, handling, customs inspections, unloading, storage, or third-party transport may occur despite reasonable care being taken.
c) Minor freight-related cosmetic damage, packaging wear, surface marks, non-structural transit impacts, coating variations, handling marks, or minor transit abrasions that do not materially affect the functional performance of the product shall be considered commercially acceptable within normal industry tolerances.
d) Variations in colour, finish, texture, coating appearance, minor scratches, handling marks, or freight-related surface imperfections resulting from manufacturing or freight processes shall not constitute grounds for rejection of goods where the products remain commercially functional and structurally suitable for intended use.
e) 10% COSMETIC DAMAGE TOLERANCE: The Distributor acknowledges and agrees that a tolerance of up to 10% of any container shipment (by unit count or square metre) may exhibit minor cosmetic damage, including scratches, scuff marks, coating marks, handling marks, transit abrasions, edge chips, minor surface blemishes, or packaging-related impressions. Such damage shall not constitute a defect, shortfall, or grounds for rejection of goods, refund or credit, price reduction, claim for damages, labour or reinstallation costs, or any consequential loss claim. The Distributor waives any right to claim that 10% tolerance is unreasonable.
f) NO REJECTION FOR MINOR COSMETIC DAMAGE: The Distributor waives any right to reject an entire container, batch, or order solely because some products exhibit minor cosmetic damage, whether within or exceeding the 10% tolerance. Rejection is only permitted if the damage materially and structurally renders the product unfit for its intended purpose, as determined by Ezzy Fit in its sole discretion.
g) DISTRIBUTOR MUST SELL SLIGHTLY DAMAGED STOCK – NO RETURN: Where products exhibit minor cosmetic damage (within or up to 15% of shipment), the Distributor must sell those products at a reasonable discounted price and shall not return them to Ezzy Fit for credit, replacement, or refund. Ezzy Fit has no obligation to accept return of cosmetically damaged goods.

To the maximum extent permitted by law:
a) Ezzy Fit excludes all liability for: indirect loss; consequential loss; loss of profits; loss of business opportunity; project delays; labour costs; removal costs; reinstallation costs; accommodation expenses; transport costs; liquidated damages claims; reputational damage; and third-party claims arising from use, transport, handling, installation, or resale of the products.
b) Ezzy Fit shall not be liable for damage arising from: freight handling; sea transport; port operations; customs inspections; third-party logistics providers; unloading procedures; incorrect storage; improper installation; misuse; weather exposure after delivery; or failure to follow installation guidelines.
c) Where liability cannot legally be excluded, Ezzy Fit's total liability is limited, at Ezzy Fit's sole discretion, to: replacement of the goods; repair of the goods; or credit equal to the original purchase price of the affected goods.
d) The Distributor acknowledges that this clause 7 is a commercial allocation of risk agreed between two businesses. The Distributor has had the opportunity to obtain its own insurance to cover any losses not recoverable from Ezzy Fit.

The Distributor must maintain, at its own expense: marine transit insurance; public liability insurance (minimum $20 million AUD); product liability insurance (minimum $20 million AUD); commercial business insurance; and any other insurance reasonably required for importation and resale activities. Ezzy Fit strongly recommends that all imported container shipments be insured against freight damage, container loss, transit incidents, unloading risks, and environmental exposure.

The Distributor acknowledges that: no verbal representations or guarantees outside this Agreement have been relied upon; all purchase decisions are made independently by the Distributor; international freight involves inherent commercial risks; and the Distributor has conducted its own due diligence.

Ezzy Fit shall not be liable for delays, shortages, damage, or failure to supply arising from events outside its reasonable control including: shipping delays; port congestion; customs actions; industrial disputes; natural disasters; supplier failures; pandemics; container shortages; war; transport disruptions; or government actions.

a) Legal and equitable title to all goods supplied by Ezzy Fit remains with Ezzy Fit until all monies owing by the Distributor to Ezzy Fit have been paid in full.
b) Until full payment has been received: the Distributor holds the goods as bailee for Ezzy Fit; the Distributor must store the goods separately where reasonably possible; the Distributor must not pledge, charge, or grant any security interest over unpaid goods; Ezzy Fit may, where legally permitted, enter the Distributor's premises or any location where the goods are stored to recover unpaid goods.
c) Risk in the goods passes to the Distributor immediately upon delivery, collection, unloading, or transfer to a third-party carrier.
d) The Distributor acknowledges that resale of goods prior to full payment does not transfer ownership of unpaid goods from Ezzy Fit.

a) The Distributor acknowledges that this Agreement creates a security interest for the purposes of the Personal Property Securities Act 2009 (Cth) ("PPSA").
b) The Distributor consents to Ezzy Fit registering its security interest on the Personal Property Securities Register ("PPSR").
c) The Distributor must do all things reasonably required by Ezzy Fit to perfect, maintain, enforce, or protect Ezzy Fit's security interest under the PPSA.
d) To the extent permitted by law, the Distributor waives any rights to receive notices under sections of the PPSA that may lawfully be waived.
e) The Distributor must not register any financing statement or amendment demand relating to Ezzy Fit's security interest without Ezzy Fit's prior written consent.

a) All invoices must be paid strictly in accordance with the payment terms stated on the invoice unless otherwise agreed in writing.
b) Overdue amounts incur interest at the rate of twelve percent (12%) per annum, calculated daily and compounding monthly.
c) The Distributor indemnifies Ezzy Fit against all costs incurred recovering overdue amounts including: legal costs; debt collection fees; court costs; enforcement expenses; PPSR registration costs; mercantile agent fees; and administrative recovery expenses.
d) Ezzy Fit may suspend supply, cancel outstanding orders, withhold deliveries, or terminate trading terms immediately where accounts become overdue.

a) All final invoices for container shipments must be paid in full within forty-eight (48) hours of the Distributor receiving the final invoice from either Ezzy Fit or Fuzhou Luxiang Import and Export Trading Co., Ltd.
b) Strict Forfeiture Clause: If final payment is not received in full by Ezzy Fit (or Lu Xiang) within forty-eight (48) hours of the final invoice being issued, the Distributor agrees that: Ezzy Fit and Lu Xiang have the immediate, irrevocable right to claim full legal and equitable title to all products supplied under that invoice and any prior unpaid invoices; the Distributor must immediately forfeit all rights to the products; and the Distributor must immediately return all products at its own cost to a location nominated by Ezzy Fit.
c) No Refund on Forfeiture: The Distributor agrees that upon forfeiture under clause 13A(b): any deposit or part-payments already made shall be retained by Ezzy Fit and Lu Xiang as liquidated damages (being a genuine pre-estimate of loss due to manufacturing, freight, and restocking costs); the Distributor shall not be entitled to any refund, credit, or compensation whatsoever; and Ezzy Fit and Lu Xiang may resell the forfeited products without any accounting to the Distributor.
d) The Distributor acknowledges that the 48-hour payment window is reasonable given the commercial nature of containerized importation, the risks of demurrage, storage costs, and currency fluctuations. The Distributor waives any right to claim that this period is insufficient or that forfeiture constitutes an unjust penalty.
e) Costs of Repossession: If the Distributor fails to pay within 48 hours and Ezzy Fit exercises its right to claim and forfeit the products under clause 13A(b): the Distributor must, within 72 hours of written notice, deliver all forfeited products to a location nominated by Ezzy Fit at the Distributor's sole cost; OR if the Distributor fails to deliver the products, Ezzy Fit may enter the Distributor's premises (or any location where the products are stored) to repossess them, and all costs of repossession including transport, labour, legal fees, storage, and bailiff fees shall be payable by the Distributor immediately upon demand and secured by the PPSR security interest registered under clause 12.

a) Any product warranty provided by Ezzy Fit applies only to manufacturing defects expressly confirmed by Ezzy Fit in writing.
b) Unless otherwise required by law, warranties do not apply to: freight-related cosmetic damage; scratches; scuff marks; coating variations; colour variation; fading; weathering; corrosion from environmental exposure; coastal exposure; improper installation; movement; engineering failure; misuse; impact damage; abuse; incorrect storage; chemical exposure; modifications by third parties; failure to follow installation guidelines; or normal wear and tear.
c) The Distributor acknowledges that composite, aluminium, steel, coated, and construction products may naturally vary in finish, texture, appearance, and colour between production batches.
d) No claim for colour fading, colour change, chalking, or UV degradation shall be brought more than six (6) months from the date of delivery. After six months, all such claims are deemed waived and forever barred.
e) Ezzy Fit shall not be liable for labour costs, removal costs, installation costs, project delays, or consequential losses relating to warranty claims.

a) Ezzy Fit may immediately terminate or suspend the Distributor relationship by written notice where the Distributor: breaches this Agreement; fails to make payment when due; becomes insolvent; enters liquidation or administration; damages the Ezzy Fit brand or reputation; engages in misleading or deceptive conduct; makes false representations regarding Ezzy Fit products; breaches intellectual property rights; engages in unlawful conduct; fails to register and maintain an approved trading name as required under clause 3B; or fails to maintain the insurance required under clause 8 or clause 34A(d).
b) Upon termination, the Distributor must immediately: cease representing itself as an Ezzy Fit distributor; cease using Ezzy Fit branding; cease advertising itself as associated with Ezzy Fit; and return or destroy confidential information where requested.

a) All intellectual property including trademarks, logos, branding, product names, brochures, catalogues, images, marketing materials, technical information, and website content remain the sole property of Ezzy Fit unless otherwise agreed in writing.
b) The Distributor receives a limited, revocable, non-transferable right to use Ezzy Fit branding solely for authorised distribution activities.
c) The Distributor must not: alter Ezzy Fit branding; create misleading marketing; register similar business names; register domain names containing Ezzy Fit branding; copy proprietary materials; or represent itself as owner of Ezzy Fit intellectual property.
d) Upon termination, all rights to use Ezzy Fit intellectual property immediately cease.

a) All intellectual property rights, copyright, trademarks, trade secrets, confidential information, designs, systems, product concepts, engineering methods, manufacturing methods, installation systems, marketing materials, catalogues, brochures, pricing structures, business systems, supplier relationships, technical data, website content, videos, photography, branding, logos, and proprietary information associated with Ezzy Fit remain the sole and exclusive property of Ezzy Fit at all times.
b) The Distributor acknowledges that it receives no ownership rights whatsoever in relation to any Ezzy Fit intellectual property, confidential information, or proprietary business systems.
c) The Distributor must not, either directly or indirectly: copy, reproduce, manufacture, duplicate, reverse engineer, modify, replicate, imitate, distribute, commercialise, exploit, rebrand, or assist any third party to copy or reproduce any Ezzy Fit products, systems, designs, branding, concepts, manufacturing methods, installation systems, catalogues, photographs, videos, marketing materials, or proprietary business information without prior written consent from Ezzy Fit.
d) The Distributor must not: engage alternative factories to reproduce Ezzy Fit products or systems; supply Ezzy Fit designs or samples to competing manufacturers; use Ezzy Fit intellectual property for any unauthorised purpose; create competing products substantially based on Ezzy Fit systems or designs; or represent copied products as genuine Ezzy Fit products.
e) All copyright in product images, technical drawings, engineering details, brochures, installation guides, videos, website content, advertising materials, and promotional content remains vested exclusively in Ezzy Fit and may only be used by the Distributor for authorised sales and marketing purposes approved by Ezzy Fit.
f) Any unauthorised use of Ezzy Fit intellectual property constitutes a material breach of this Agreement and may result in immediate termination, legal proceedings, injunctive relief, recovery of damages, account of profits, and recovery of legal costs by Ezzy Fit.
g) The Distributor acknowledges that damages alone may be insufficient compensation for misuse of Ezzy Fit intellectual property and agrees that Ezzy Fit may seek urgent injunctive or equitable relief to prevent unauthorised use or disclosure.
h) The obligations contained within this clause survive termination of the Agreement indefinitely.

The Distributor agrees that it will not, during or after the business relationship: make defamatory statements regarding Ezzy Fit; publish misleading information; damage the reputation of Ezzy Fit; engage in harmful social media conduct; or encourage third parties to damage Ezzy Fit's commercial reputation. Nothing in this clause prevents lawful disclosures required by law.

a) The Distributor must keep confidential all non-public information relating to: pricing; supplier arrangements; factory information; customer information; margins; business systems; commercial strategies; and operational processes.
b) Confidential information must not be disclosed to third parties without Ezzy Fit's prior written consent unless required by law.
c) This clause survives termination of the Agreement.

a) Unless expressly agreed in writing, all distributor arrangements are non-exclusive.
b) Ezzy Fit reserves the right to: appoint additional distributors; supply directly to customers; supply competing distributors; and alter territories at its discretion.
c) No verbal representation regarding exclusivity is binding unless confirmed in writing signed by Ezzy Fit.

The Distributor acknowledges that Ezzy Fit may require minimum standards relating to: annual purchase volumes; product presentation; customer service; installation knowledge; showroom standards; branding standards; and marketing obligations. Failure to maintain reasonable commercial standards may result in suspension or termination of distributor status.

The Distributor must not directly or indirectly: contact; negotiate with; purchase from; engage; solicit; or establish supply arrangements with any manufacturer, supplier, factory, freight provider, or commercial contact introduced by Ezzy Fit without prior written consent from Ezzy Fit. This restriction applies during the business relationship and for five (5) years following termination of the Agreement. Any breach entitles Ezzy Fit to seek injunctive relief, damages, account of profits, and recovery of legal costs.

The Distributor acts solely as an independent contractor. Nothing in this Agreement creates: a partnership; joint venture; employment relationship; fiduciary relationship; or agency arrangement between Ezzy Fit and the Distributor. The Distributor must not represent itself as having authority to legally bind Ezzy Fit.

a) The Distributor has no authority, express or implied, to: make engineering approvals; approve installation methods; vary product specifications; offer warranties beyond those provided in writing by Ezzy Fit; bind Ezzy Fit to any customer contract; or represent that Ezzy Fit has inspected or approved any site-specific condition.
b) Any representation made by the Distributor to its customers that is not expressly authorized in writing by Ezzy Fit shall be the sole liability of the Distributor.
c) The Distributor indemnifies Ezzy Fit against any claim, dispute, or judgment arising from unauthorized representations made by the Distributor.

The Distributor acknowledges that no verbal statement, promise, representation, warranty, or opinion made by Ezzy Fit or its representatives is binding unless confirmed in writing by an authorised representative of Ezzy Fit.

Ezzy Fit reserves the right to adjust pricing due to: freight increases; container costs; currency fluctuations; supplier increases; tariffs; fuel costs; government charges; or unforeseen importation costs. Quoted pricing may be adjusted prior to final payment where material cost increases occur outside Ezzy Fit's reasonable control.

The Distributor is solely responsible for proper: unloading; storage; handling; installation; and site protection of products following delivery. Ezzy Fit shall not be liable for damage occurring after transfer of risk to the Distributor.

The Distributor acknowledges that: site conditions vary; engineering requirements vary; local council requirements vary; and proper installation is the responsibility of the installer and project professionals. Ezzy Fit does not provide project-specific engineering advice unless expressly agreed in writing.

a) The Distributor acknowledges that Ezzy Fit does not install any products. All installation, engineering, excavation, drainage, compaction, and site works are performed solely by the Distributor, its employees, contractors, or end customers.
b) No Blame Clause: If any product fails, cracks, moves, leaks, collapses, or causes property damage or personal injury following installation, the Distributor agrees that no blame whatsoever attaches to Ezzy Fit Pty Ltd or Lu Xiang unless an independent, certified materials laboratory proves that the raw product itself contained a latent manufacturing defect (excluding cosmetic issues) at the time of shipment.
c) The Distributor expressly waives any claim against Ezzy Fit or Lu Xiang arising from: incorrect installation; inadequate drainage or backfill; poor soil conditions; overloading or incorrect engineering; movement, settlement, or subsidence; weather, flood, or environmental damage after installation; or any third-party modification to the product.
d) The Distributor must hold its own $20 million public liability and product liability insurance and must name Ezzy Fit Pty Ltd as an interested party or additional insured where possible. The Distributor bears sole responsibility for defending any installation-related claim.

a) The Distributor expressly acknowledges and agrees that Ezzy Fit and Lu Xiang: do not supervise, direct, or control any installation; do not provide site-specific engineering or soil testing; do not train the Distributor's installers; and do not approve or inspect any completed installation.
b) The Distributor assumes full and sole responsibility for: the competence of its installers; the correctness of all installation methods; compliance with engineering requirements; compliance with council approvals and building codes; drainage, compaction, footings, and backfill; retaining wall design and structural calculations; and any failure, collapse, movement, or damage resulting from installation.
c) The Distributor waives any right to claim that Ezzy Fit should have provided installation training, site inspection, or engineering approval. The Distributor acknowledges that it is a commercial business with its own qualified personnel and insurance.

a) Ezzy Fit may provide general installation guides, videos, or verbal suggestions as a courtesy only. The Distributor acknowledges that such materials are general in nature and do not replace: professional engineering advice; site-specific soil testing; council-approved plans; or Australian Standards compliance.
b) The Distributor agrees that any reliance on general installation guidance from Ezzy Fit is entirely at the Distributor's own risk.
c) The Distributor indemnifies Ezzy Fit against any claim arising from the Distributor's reliance on general installation guidance where site-specific conditions required professional engineering assessment.

To the extent permitted by law, the Distributor must commence any claim relating to supplied goods within twelve (12) months of delivery, failing which the claim is permanently barred.

Electronic acceptance, email confirmation, electronic signatures, SMS confirmation, online acceptance, and payment of deposits constitute valid acceptance of this Agreement.

Where the Distributor is a company, trust, partnership, or other entity, the director(s), owner(s), trustee(s), or guarantor(s) signing or authorising this Agreement personally guarantee payment of all monies owing to Ezzy Fit and indemnify Ezzy Fit against all losses, damages, costs, and liabilities arising from any breach or default by the Distributor. The guarantor's liability is continuing, irrevocable, and remains in force until all obligations owed to Ezzy Fit have been fully satisfied. Ezzy Fit may enforce this guarantee against any guarantor without first taking action against the Distributor.

Where the Distributor enters this Agreement as trustee of a trust: a) the trustee enters this Agreement both personally and in its capacity as trustee; b) the trustee warrants it has full authority under the trust deed to enter this Agreement; and c) the trustee's liability is not limited by any restriction on recourse or exoneration clause in the trust deed.

The Distributor must pay all monies owing to Ezzy Fit in full without: deduction; withholding; counterclaim; dispute; offset; or set-off of any kind.

All provisions relating to: payment obligations; guarantees; indemnities; confidentiality; intellectual property; warranties; limitations of liability; PPSR rights; non-circumvention; dispute rights; recovery costs; and restrictive obligations survive termination or expiry of this Agreement indefinitely where reasonably necessary to protect Ezzy Fit's interests.

The Distributor indemnifies and holds harmless Ezzy Fit, its directors, officers, employees, contractors, suppliers, and agents against all: claims; losses; liabilities; damages; penalties; legal costs; demands; proceedings; and expenses arising directly or indirectly from: resale activities; installation works; improper use of products; distributor representations; negligence; misleading conduct; breaches of law; customer disputes; workplace incidents; property damage; engineering failures; or breaches of this Agreement by the Distributor.

a) The Distributor agrees to indemnify, defend, and hold harmless Ezzy Fit Pty Ltd and Lu Xiang against any claim, lawsuit, demand, or proceeding brought by: any customer of the Distributor; any end-user of the products; any property owner; any contractor or employee; or any member of the public arising from or relating to: the installation, misinstallation, or attempted installation of any Ezzy Fit product; any failure, collapse, movement, cracking, or leaking of any installed product; any personal injury, death, or property damage occurring after installation; or any alleged defect that manifests only after installation.
b) The Distributor's indemnity includes, without limitation: all legal defense costs (solicitors, barristers, expert witnesses, court fees); any settlement amount or judgment entered against Ezzy Fit; any investigation costs; and any consultant or engineering fees incurred by Ezzy Fit in defending such a claim.
c) Immediate Obligation: Upon receiving notice of any claim against Ezzy Fit relating to an installation performed by or on behalf of the Distributor, the Distributor must: immediately take over the defense of that claim using lawyers approved by Ezzy Fit (approval not to be unreasonably withheld); pay all defense costs as they are incurred; and indemnify Ezzy Fit for any amount paid to settle or satisfy the claim.
d) The Distributor must maintain product liability and public liability insurance with a minimum coverage of $20 million and must provide a certificate of currency to Ezzy Fit upon request. Failure to maintain insurance is a material breach of this Agreement.

The Distributor must comply with all applicable: laws; regulations; Australian Standards; building codes; workplace health and safety laws; importation requirements; environmental obligations; licensing requirements; and consumer protection laws. The Distributor is solely responsible for ensuring products are marketed, installed, and used in compliance with all applicable legal requirements.

a) Before commencing court proceedings, the parties must first attempt to resolve disputes through good faith negotiations.
b) If the dispute is not resolved within fourteen (14) days, either party may refer the dispute to mediation in Queensland, Australia.
c) Nothing in this clause prevents Ezzy Fit from seeking urgent injunctive relief, debt recovery action, PPSR enforcement, or interlocutory orders where necessary to protect its legal or commercial interests.

To the extent permitted by law, the Distributor agrees that any claim against Ezzy Fit must be brought solely in the Distributor's individual capacity and not as part of any representative proceeding, class action, or collective action.

The Distributor must not assign, transfer, novate, or otherwise dispose of any rights or obligations under this Agreement without prior written consent from Ezzy Fit. Ezzy Fit may assign or transfer its rights under this Agreement without the Distributor's consent.

Ezzy Fit may, upon reasonable notice, inspect or audit the Distributor's: branding usage; product representation; compliance with this Agreement; storage practices; marketing materials; and distributor conduct to ensure protection of the Ezzy Fit brand and systems.

a) The Distributor acknowledges that retaining walls, fencing systems, structural products, and construction materials may require: engineering design; drainage systems; council approvals; soil assessments; footing requirements; and site-specific compliance measures.
b) Ezzy Fit does not provide project-specific engineering or legal compliance advice unless expressly agreed in writing.
c) The Distributor is solely responsible for ensuring all installations comply with: Australian Standards; engineering requirements; council approvals; building codes; workplace safety laws; and manufacturer installation guidelines.
d) Ezzy Fit accepts no liability for failures arising from: incorrect installation; inadequate drainage; engineering failures; improper footings; unsuitable site conditions; structural movement; unauthorised modifications; or non-compliance with applicable standards.

Failure by Ezzy Fit to enforce any provision of this Agreement does not constitute a waiver of its rights. Any waiver must be in writing signed by an authorised representative of Ezzy Fit.

Ezzy Fit may amend these Terms & Conditions by providing written notice to the Distributor. Continued ordering, payment, acceptance of supply, or continued trading following notification constitutes acceptance of the amended Terms & Conditions.

a) In addition to Clause 42, Ezzy Fit reserves the right to vary, amend, update, or replace these Terms & Conditions at any time without prior notice to the Distributor.
b) The most current version of these Terms & Conditions, as published on Ezzy Fit's website (www.ezzyfit.com.au) or as provided in writing to the Distributor, shall supersede all prior versions and shall apply to: all orders placed after the variation date; all goods shipped after the variation date; any continued trading, payment, order placement, or acceptance of goods by the Distributor after the variation date.
c) The Distributor acknowledges that it is solely responsible for regularly reviewing the current Terms & Conditions on Ezzy Fit's website or by requesting an updated copy.
d) The Distributor waives any right to claim that it was not notified of, did not receive, or did not agree to any variation, provided the most current version was reasonably available to the Distributor.
e) Continued trading, payment of any invoice, placement of any order, or acceptance of any delivery after the variation date constitutes irrefutable acceptance of the varied Terms & Conditions.

The Distributor acknowledges that: it has read and understood this Agreement; it has had the opportunity to obtain independent legal advice; it enters this Agreement freely and voluntarily; and it understands the commercial risks associated with international importation, freight, resale, storage, and installation of building products.

The Distributor acknowledges and agrees that a physical signature is not required for these Terms & Conditions to become legally binding. The Distributor expressly agrees that acceptance of these Terms & Conditions may be established by any one or more of the following actions: payment of a deposit; payment of an invoice; acceptance of a quotation; placement of an order; email confirmation; SMS confirmation; electronic communication; request for manufacturing; request for shipping; acceptance of delivery; collection of goods; unloading of goods; resale of products; installation of products; or continued trading with Ezzy Fit. The Distributor acknowledges that any of the above actions constitute: full acceptance of these Terms & Conditions; acknowledgment of all commercial risks associated with the products and importation process; and creation of a legally binding agreement between the parties. The Distributor waives any right to claim that: these Terms & Conditions were not received; these Terms & Conditions were not read; these Terms & Conditions were not signed; electronic communications are invalid; or a binding agreement was not formed. The Distributor further acknowledges that: invoices; quotations; emails; SMS messages; bank transfer records; shipping records; delivery records; electronic communications; and trading history may be relied upon by Ezzy Fit as evidence of acceptance of these Terms & Conditions and formation of a binding commercial agreement.

These Terms & Conditions, including the specific acknowledgements regarding Fuzhou Luxiang Import and Export Trading Co., Ltd (Clause 3), the 48-hour forfeiture (Clause 13A), the distributor trading name separation (Clause 3B), the no-blame installation provisions (Clauses 27A, 27B, 27C), the indemnity (Clause 34A), the 10% cosmetic damage tolerance (Clause 6(e)), the no-rejection for minor cosmetic damage (Clause 6(f)), the no-return of cosmetically damaged goods (Clause 6(g)), the 7-day inspection period (Clause 5(b)), the NATA testing cost obligation (Clause 5A(c)), the 6-month bar on fading claims (Clause 14(d)), the unilateral variation right (Clause 42A), the insurance non-coverage (Clause 50), the no implied warranties (Clause 51), the designer/manufacturer distinction (Clause 3D), the Lu Xiang limited role (Clause 3E), and the faulty materials waiver (Clause 3F), constitute the entire agreement between the Distributor, Ezzy Fit Pty Ltd, and Fuzhou Luxiang Import and Export Trading Co., Ltd. Any prior representations regarding lead times, stock availability, or payment flexibility are superseded.

a) Notwithstanding any other provision of this Agreement, Ezzy Fit shall have no obligation to manufacture, procure, book freight, load, ship, or deliver any container, product, or goods to the Distributor unless and until the following conditions have been fully satisfied: (i) the Distributor has returned a signed copy of this Agreement to Ezzy Fit; (ii) the Distributor (if a company, trust, or partnership) has returned a signed Director Personal Guarantee in the form set out in Clause 30 of this Agreement executed by all directors, owners, or trustees; (iii) the Distributor has provided a current Certificate of Currency evidencing public liability insurance and product liability insurance with a minimum coverage of $20 million (AUD); (iv) the Certificate of Currency names Ezzy Fit Pty Ltd as an interested party or additional insured; and (v) the Distributor has provided a copy of the insurance policy schedule confirming no exclusions apply that would materially reduce coverage for product liability or installation-related claims.
b) The Distributor acknowledges that these conditions are mandatory and non-negotiable except by written agreement signed by a director of Ezzy Fit.
c) If the Distributor fails to satisfy any of the conditions in clause 46(a), Ezzy Fit may: refuse to accept any order; cancel any accepted order without liability; refund any deposit (less any manufacturing costs already incurred); or hold any container at port until compliance is achieved, with all storage, demurrage, and detention costs payable by the Distributor.
d) The Distributor agrees that these conditions protect the legitimate commercial interests of Ezzy Fit and are reasonable given the risks associated with international importation, product liability, and installation-related claims.

This Agreement is governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.

Nothing in this Agreement excludes, restricts, or modifies any rights, guarantees, or remedies that cannot lawfully be excluded under the Australian Consumer Law or any other applicable legislation. However, the Distributor acknowledges that it is acquiring the Goods for the purpose of resupply in trade and commerce, and therefore the consumer guarantees under the ACL do not apply to this supply (ACL s2(2)(b)).

If any provision of these Terms & Conditions is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

a) The Distributor expressly acknowledges that neither Ezzy Fit nor Lu Xiang provides any insurance coverage whatsoever to the Distributor, the Distributor's employees, the Distributor's customers, or any end users.
b) The Distributor waives any right to claim under any insurance policy held by Ezzy Fit or Lu Xiang.
c) The Distributor is solely responsible for obtaining and maintaining all insurances required under this Agreement at the Distributor's own cost.

To the maximum extent permitted by law, all implied warranties, guarantees, terms and conditions whether statutory or otherwise, including any implied warranty of merchantability, fitness for a particular purpose, or acceptable quality, are expressly excluded to the extent that they may lawfully be excluded in a business-to-business contract.