APPLICATION FOR CREDIT ACCOUNT

Transcription

1 PLEASE TICK IF YOU ARE A : APPLICATION FOR CREDIT ACCOUNT PHARMACY CUSTOMER (and not a Priceline Pharmacy or Priceline franchisee). As a pharmacy customer, you apply to be a Pharmacy Account Holder with Australian Pharmaceutical Industries Limited (ACN ) (API) and/or its related companies comprising Australian Pharmaceutical Industries (Queensland) Pty Ltd (ACN ), API Victoria Pty Ltd (ACN ), API (Canberra) Pty Ltd (ACN )*. PRICELINE PHARMACY FRANCHISEE; as a Priceline Pharmacy Franchisee you apply to be both a Retail Account Holder with New Price Retail Services Pty Ltd (ACN ) and/or Priceline Pty Ltd (ACN ) and a Pharmacy Account Holder with API and its related companies described above*. PRICELINE FRANCHISEE: as a Priceline Franchisee you apply to be a Retail Account Holder with Priceline Pty Ltd (ACN )*. * NOTE API is in the process of implementing a new platform that will facilitate the buying of goods and services from the API group of companies. When implemented during 2015, you will start to receive one invoice or statement from API Services Australia Pty Ltd ACN (a wholly owned subsidiary of API) which has been appointed as agent for and on behalf of API and its subsidiary companies referred to above to manage the sale transactions with you. Your contractual rights and obligations are not altered by this agency arrangement. Until implemented, you will continue to receive invoices and statements from the relevant API company or companies. For more information refer to IMPORTANT INFORMATION FOR ALL APPLICANTS PLEASE READ PERSONAL INFORMATION COLLECTION STATEMENT. Australian Pharmaceutical Industries Limited (and its related entities) (API) recognises the importance of privacy. We collect personal information in accordance with Australian privacy laws and our Privacy Policy. To view our Privacy Policy go to or, alternatively, request a copy of the policy by writing to API s Privacy Officer at API, 250 Camberwell Road, Camberwell VIC Our Privacy Policy tells you how we manage the personal information that we collect, use and disclose and how to contact us if you have any queries or complaints or if you want to access or correct your personal information. You should not sign this application and the declarations, indemnities and charges (see Sections 6 and 7) unless this account is wholly or predominantly for business purposes. By signing this application and associated documentation you may lose your protection under the National Credit Code. If you are a pharmacist, attach copies of: 1. your current approvals to conduct a pharmacy and supply pharmaceutical benefits from your business address named below, including, but not limited to, your Pharmacy Board of Australia registration certificate, documentation relating to any conditions or limitations placed on your registration, documentation confirming the approval or registration of the pharmacy business at, and PBS approval number for, the address named in this application; 2. wholesaler statements relating to your business address noted in this application for 2 most current months; 3. audited or accountant-prepared financial information for your business for the last 2 financial years. If a new business, financial projections for the business for at least the first 2 years of trading; and 4. your driver s licence (front and back). This application is comprised of the application, the declarations, guarantees, indemnities and charges and the Terms and Conditions of Sale (as varied from time to time) and must be completed in full with all requested attachments for it to be considered. Please print clearly using BLUE or BLACK ink only. If there is insufficient space in this application to provide complete responses, please include the additional information (noting which sections the information relates to) on a separate page headed Annexure A and attach it to your application. By completing this application, you acknowledge that the application, the declarations, guarantees, indemnities and charges, the Terms and Conditions of Sale (as varied from time to time) are entered into voluntarily and not by reason of any undue influence or inducement by us or any person acting on our authority. You warrant that you will not be in breach of any agreement by completing and complying with the terms of this application and the Terms and Conditions of Sale. Your details in this application must match your details in any other agreement or document you enter into with us. You must complete another credit application if your details don t match or subsequently change. 1 of 14 Version 01/2015 to take effect from 1 March 2015

2 APPLICATION FOR CREDIT ACCOUNT SECTION 1 YOUR DETAILS. ALL APPLICANTS TO COMPLETE THIS SECTION Legal entity details: (tick where applicable) Company Sole Trader Partnership Trust Govt Other Account Holder s name (company, partnership or individual): Registered business name/trading as: Previous Business Name (if any): Date your business started / / Pharmacy Approval No: ABN: Poisons Licence No: ARBN or ACN: Date you purchased business: / / Previous owner: Change of ownership: Yes No Your Business Address: Own / Mortgage Leased Years/Months at Address: Street No: Tel. No: Fax No: Your Accounts/Office contact details: Name: Tel. No: Fax No: Your Purchasing contact details: Name: Tel. No: Mobile: Fax No: Mailing Address (if different from Business Address): Street No: Name of Trust (if acting as trustee): Please attach a copy of the trust deed BANKRUPTCY: Have you ever been subject to insolvency proceedings or have you or any of your directors ever been registered under any part of the Bankruptcy Act, been under any special financial arrangements or had legal proceedings commenced against you or any of your directors for payment of debts? Yes (attach full details to this Application) No 2 of 14 Version 01/2015 to take effect from 1 March 2015

3 APPLICATION FOR CREDIT ACCOUNT SECTION 2 SOLE TRADERS TO COMPLETE THIS SECTION Residential Address (not PO Box) Street No: Residence: Own Mortgage Rent Board Gender: Male Female Previous Address (if less than 2 years at above address) Street No: Drivers Licence No: Your Date of Birth: / / Please attach a copy of your driver s licence. If you do not have a driver s licence, contact us regarding an acceptable alternative identification document. Name of Personal Bank: BSB No: Account No: SECTION 3 ALL COMPANY DIRECTORS & PARTNERS TO COMPLETE THIS SECTION Family Name: Given Names: Residential Address (not PO Box) Street No: Residence: Own Rent Gender: Male Female Date of birth: Drivers Licence No: Phone: Occupation: Mobile number: Family Name: Residential Address (not PO Box) Street No: Given Names: Residence: Own Rent Gender: Male Female Date of birth: Drivers Licence No: Phone: Occupation: Mobile number: Family Name: Residential Address (not PO Box) Street No: Given Names: Residence: Own Rent Gender: Male Female Date of birth: Drivers Licence No: Phone: Occupation: Mobile number: Family Name: Residential Address (not PO Box) Street No: Given Names: Residence: Own Rent Gender: Male Female Date of birth: Drivers Licence No: Phone: Occupation: Mobile number: 3 of 14 Version 01/2015 to take effect from 1 March 2015

4 APPLICATION FOR CREDIT ACCOUNT SECTION 4 YOUR BUSINESS FINANCIAL DETAILS. ALL APPLICANTS TO COMPLETE THIS SECTION Estimated Current Turnover per Annum: Previous Turnover per Annum: Estimated Value of Current Assets: Estimated Current Liabilities: Is your business linked to any management/marketing/buying group/franchise? Yes No If Yes, Group Name: Size of your premises sq/m If any Registered Encumbrances/Charges, give details: Estimated value of Stock: Fixtures: Goodwill: Est. monthly PBS claim: Est. monthly shop sales: Total estimated monthly turnover: TOTAL: If an existing business, have you attached audited or accountant-prepared financial information of the business for the previous 2 financial years? If a new business, have you attached financial projections for the busine ss for, at least, the first 2 years of trading? Yes No Do you own or part own or have an interest in (as a related body corporate, individual or otherwise) any other business including a pharmacy? Yes No If yes, provide details of business names and addresses: Your Current Business Accountant s Name: Street No: FUNDING MODEL - REQUIRED FROM ALL APPLICANTS SOURCE $ APPLICATION $ BANK LOAN OWN EQUITY/CASH SALE OF ASSET TOTAL PURCHASE PRICE INITIAL STOCK UPLIFT PLANT & EQUIPMENT FIT-OUT FEES (BANK, LEGAL, ETC.) INITIAL WORKING CAPITAL EQUALS TOTAL 4 of 14 Version 01/2015 to take effect from 1 March 2015

5 APPLICATION FOR CREDIT ACCOUNT SECTION 5 YOUR PERSONAL FINANCIAL DETAILS. ALL SOLE TRADERS, COMPANY DIRECTORS & PARTNERS TO COMPLETE THIS SECTION Surname: Given/Middle Name: Fixed Property Total Asset Value % Share Value Total Liabilities % Share Value Address 1 Address 2 Address 3 Address 4 Investments Total Asset Value % Share Value Total Liabilities % Share Value Cash and Bank Balances $ Listed Investments Listed shares (company name and number of shares Listed trust units (trust name and number of units) Unlisted Investments Unlisted shares (company name and number of shares ) Unlisted trust units (trust name and number of units) Pharmacy Assets Other Investments Other Personal Assets Motor Vehicle 1 Motor Vehicle 2 Equipment Furniture & Fittings Other (details) Other Liabilities Overdrafts Unsecured Loans Credit Cards Other (details) Contingent Liabilities (eg Personal Guarantees) TOTALS NET ASSETS (Assets - Liabilities) 5 of 14 Version 01/2015 to take effect from 1 March 2015

6 APPLICATION FOR CREDIT ACCOUNT SECTION 6 DECLARATION, INDEMNITY & CHARGE BY ACCOUNT HOLDER To be signed by the Account Holder (In the case of a Partnership, all partners must sign on behalf of the Partnership. Companies must sign in accordance with s 127 of the Corporations Act 2001 ie by the sole director or, if more than one director, by at least 2 directors or a director and the company secretary). You should not sign this declaration unless this account is wholly or predominantly for business purposes. By signing this Application you may lose your protection under the National Credit Code. To: Australian Pharmaceutical Industries Limited ACN and each of its related bodies corporates, agents, successors and assigns (as applicable) (API Group) From: The Account Holder (I/we, me/us, my/our) In this declaration Terms and Conditions refers to the Terms and Conditions of Sale forming part of this Application (as may be varied from time to time) and the terms, if any, that appear on invoices for particular orders, on the API Group s website or that are otherwise made available to you by the API Group. I/We apply for a credit account with the API Group on the terms contained herein and I/we acknowledge that the API Group may accept or refuse this Application at its absolute discretion. I/We expressly represent to the API Group that I/we am/are authorised to sign this Application for an account as or on behalf of the Account Holder. I/We declare that the information in this Application is true and correct to the best of my/our knowledge (and authorise the API Group to verify this) and acknowledge that the API Group relies on the information I/we have provided to consider this Application. I/We acknowledge that the Terms and Conditions (which include a retention of title provision) as varied from time to time govern the credit account and warrant that I/we have read and understood them (and if necessary sought independent legal and other professional advice to ensure such understanding). I/We acknowledge that my/our first use as or on behalf of the Account Holder of the credit account will constitute my/our acceptance of and agreement to the Terms and Conditions. I/We declare that this credit account is wholly for business purposes. I/We acknowledge that the API Group may withdraw any credit facilities at any time without prior notice. I/We warrant that all directors/partners/proprietors of the Account Holder as at the date of this Application are listed in sections 2, 3 and 5 of this Application (as applicable). I/We warrant that I/we am/are and each director/partner/proprietor referred to in this Application is solvent and can each pay their respective debts as and when due, and no steps have been taken to place any of them in bankruptcy, voluntary administration, liquidation, receivership or receivership and management. I/We will promptly notify the API Group of any material changes in my/our financial position. I/We agree that despite any impending change and any change in respect of ownership or legal entity or directors or address the persons signing this Application remain liable to the API Group until released in writing or by law. I/We understand that the API Group is required to be paid for Goods supplied. I/We jointly and individually indemnify the API Group as an unconditional, irrevocable and continuing indemnity and hold the API Group harmless from and against any loss or liability howsoever arising, whether direct or indirect, in respect of this Application or any other agreement or account that I/we have with the API Group including any breach by me/us of my/our obligations under this Application or any other agreement or misrepresentations or acts or omissions by me/us relating to the API Group, the API Group s Goods or this Application or arising out of any claim, demand, suit, action or proceeding by a third party against the API Group. I/We understand that the API Group requires payment of me/us personally and l/we accept personal responsibility freely. I/We freely charge all of my/our real and person al assets and agree to execute on demand a mortgage in registrable form in favour of the API Group as mortgagee over all or any part of my/our business assets and real estate containing such covenants (including the covenants in Memorandum registered with Land and Property Information NSW) as the API Group may require and the API Group placing a caveat on the title to any real estate l/we own in respect of this agreement to grant a mortgage. 6 of 14 Version 01/2015 to take effect from 1 March 2015

7 APPLICATION FOR CREDIT ACCOUNT I/We irrevocably appoint the API Group my/our attorney for the purpose of doing either in its own name or in its capacity as attorney all such acts, matters and things as the API Group from time to time considers necessary or expedient for the purpose of effecting all the powers and authorities contained herein. I/We understand that l/we am/are personally liable for not only the debt and interest but also for all the API Group s expenses including, for example, its legal costs (at the normal rate paid by the API Group) and debt collector's expenses. I/We agree to ensure that I/we (where the Account Holder is not a corporation) or each director and shareholder (where the Account Holder is a corporation) at all relevant times am/are/is registered as a pharmacist (where required by law to do so) and obtain(s) and maintain(s) all other qualifications, accreditations, permits, authorities, licences or approvals required by any law, regulation or code of conduct and that orders are only placed for Goods for which I/we (where the Account Holder is not a corporation) or each director and shareholder (where the Account Holder is a corporation) hold(s) the necessary qualifications, accreditations, authorities or licences. I/We have read and agree to the collection, uses and disclosures of information about me/us and other persons, as set out in the API Group s Privacy Policy at I/We declare that we make this Application jointly and individually. *Note: Witness must be truly independent. The witness must not be an employee or representative of API or Priceline, a family member or a director or partner of the Account Holder. Signature: Name (print): Date Signature: Name (print): Date Signature*: Name (print): Date Signature: Name (print): Date 7 of 14 Version 01/2015 to take effect from 1 March 2015

8 APPLICATION FOR CREDIT ACCOUNT SECTION 7 GUARANTEE, INDEMNITY & CHARGE BY RELATED PERSONS To be signed by individuals who in their personal capacity are indemnifying the API Group. Without limitation, this includes all Directors and all partners of the Account Holder. To: Australian Pharmaceutical Industries Limited ACN and each of its related bodies corporates, agents, successors and assigns (as applicable) (API Group) From: The persons named below (I/we, me/us, my/our) I/We understand that the API Group is required to be paid for Goods and services supplied to the Account Holder or me/us pursuant to this Application and any other agreement or account that the Account Holder has or I/we have with the API Group. I/We jointly and individually indemnify the API Group as an unconditional, irrevocable and continuing indemnity and hold the API Group harmless from and against any loss or liability howsoever arising, whether direct or indirect, in respect of this Application or any other agreement or account including any breach by the Account Holder or me/us of its/my/our obligations under this Application or any other agreement or misrepresentations or acts or omissions by the Account Holder or me/us relating to the API Group, the API Group s Goods or this Application or arising out of any claim, demand, suit, action or proceeding by a third party against the API Group. I/We understand that the API Group requires payment of me/us personally quite separate from the Account Holder's liability and l/we accept personal responsibility freely. I/We freely charge all of my/our real and personal assets and agree to execute on demand a mortgage in registrable form in favour of the API Group as mortgagee over all or any part of my/our business assets and real estate containing such covenants (including the covenants in Memorandum registered with Land and Property Information NSW) as the API Group may require and the API Group placing a caveat on the title to any real estate l/we own in respect of this agreement to grant a mortgage. I/We irrevocably appoint the API Group my/our attorney for the purpose of doing either in its own name or in its capacity as attorney all such acts, matters and things as the API Group from time to time considers necessary or expedient for the purpose of effecting all the powers and authorities contained herein. I/We understand that l/we am/are personally liable for not only the debt and interest but also for all the API Group s expenses including, for example, its legal costs (at the normal rate paid by the API Group) and debt collector's expenses. I/we understand that my/our obligations herein are not affected by and remain enforceable notwithstanding any variation, replacement or change in the terms of any agreement between the API Group and the Account Holder or me/us, including the API Group s terms and conditions of sale. I/We am/are aware of the need to obtain independent legal advice prior to signing this document in order to fully understand the nature and effect of this document and I/we either did so or declined to do so. * Note: Witness must be truly independent. The witness must not be an employee or representative of API or Priceline, a family member or another Guarantor. Signature: Name (print): Date Signature: Name (print): Date Signature: Name (print): Date Signature: Name (print): Date 8 of 14 Version 01/2015 to take effect from 1 March 2015

9 TERMS & CONDITIONS OF SALE These Terms and Conditions form part of any agreement by the Credit Provider ("we" or "us" or "our") to supply Goods to you by way of sale. 1. Price & Description The price and description of Goods are as notified from time to time. We may change the price at any time without prior notice. Any description of Goods is given by way of identification only and the use of that description does not constitute a sale by description. Pharmacy Account Holders are responsible for ensuring that the type of Goods ordered are suitable for your intended use of them and we are not liable to you for any Goods you order which are unsuitable for your intended use. 2. Rebates / Discounts (Pharmacy Account Holders only. This clause does not apply to Retail Account Holders). You on your own behalf or on behalf of your buying group and we may enter into separate agreement for the provision and management of Rebates. In the absence of any such agreement: (a) You may become entitled to Rebates from time to time, including Rebates granted by us if you meet the qualifying criteria in clause 2(b). Rebates to you will be calculated in accordance with clause 2(c). (b) Rebates will generally be applied on a monthly or quarterly basis. If during each relevant monthly/quarterly period the percentage value of Goods you purchase from us (as a percentage of total value of the Goods that you purchased from us and goods purchased from other suppliers during that period) meets our threshold requirements (as per the Manual), you will be entitled to Rebates calculated in accordance with clause 2(c). (c) Any entitlement to Rebates shall be calculated by applying the applicable Rebate percentage against the total (GST exclusive) value of the PBS rebateable products purchased and/or OTC rebateable products from us excluding generics and Direct Products (as per the Manual) during the relevant monthly/quarterly period. Rebates shall not be paid in cash but shall be made by way of a monthly/quarterly off-statement Rebate or an adjustment to relevant invoices or direct to a relevant account where applicable as we determine. (d) In addition to our rights in clauses 2(e) and 13.2(g), entitlement to any Rebates in respect of any month/quarter is conditional on your having paid us in full for Goods purchased during that month/quarter within agreed payment terms and may be recouped by us for non-compliance. This means that if you have not paid us in full for Goods purchased in a particular month/quarter within agreed payment terms we will subsequently invoice you an amount equivalent to the Rebates provided to you in that month/quarter.. (e) We reserve the right to modify any Rebates on the occurrence of a change in the market or regulatory environment. 3. Payment 3.1 If you have a pre-approved account limit with us our terms are strictly 25 days (Pharmacy Account Holder and Retail Account Holder) from date of statement unless otherwise agreed. 3.2 If you pay any of our invoices by way of credit card we are entitled to require you to reimburse us for any fees incurred by us or deducted from the payment to us. 3.3 Payments made by Amex Charge Card are received by us on account only and will be only provisionally credited by us to your account until you have paid in full the amount due to Amex on account of such payments, in accordance with the Amex Charge Card Conditions. For the credit to your account to become unconditional, you must pay Amex the sums due to it on account of such payments and strictly in accordance with the Amex Charge Card Conditions. In the event that you do not do so then the provisional credit shall be reversed and we may recover from you the value of the relevant Goods or services and such other sums as are due pursuant to this Agreement. In that event, we will be entitled to invoice you again for the value of the relevant Goods and services and such other sums as are due pursuant to this Agreement and you shall pay to us the amount so invoiced forthwith. 3.4 Unless we expressly agree to the contrary in writing, if one or more invoices are outstanding, all of the proceeds of any payment made by you (or on your behalf) shall be allocated and credited firstly to any interest accrued on any outstanding invoices, secondly to the oldest invoice outstanding and then to each more recent invoice (in order from the oldest to the most recent) until all invoices are paid in full. 4. Account Limit 4.1 Normally, we allow you to purchase and continue to purchase Goods as long as the total of your account including the cost of services we provide (if any) does not exceed your pre-approved account limit (if applicable). 4.2 We may require further trade references or reports from you from time to time and additional information if you apply to increase your account limit. 4.3 We may increase or decrease your account limit at our absolute discretion. 4.4 You agree that you will on our request also provide us further supporting documentation which may include: (a) evidence that you have been incorporated for at least 12 months; and/or (b) a copy of your audited financial statements (which must not be more than 12 months old). 4.5 In no circumstances are we obliged to accept any application for an increase in the limit of your account and we are not obliged to give you reasons for our decision. 4.6 If any account that you have with us is not settled within our payment terms, you agree that, in addition to any other right we may have, we may suspend all sales and delivery of Goods to you on any account whatsoever and/or close this account and any other r account you have with us. 5. Administration Fee An administration fee will be payable at our discretion for any claim of credit on a return of any supply by you. 6. Delivery 6.1 Delivery takes place at the time: (a) Goods pass into your or your agent's exclusive physical control; (b) when you collect Goods or arrange for their collection from us; or (c) when ownership of Goods has passed to you, whichever is earlier. 6.2 Unless we agree otherwise, you are responsible for all delivery costs. 6.3 Any date for delivery of Goods indicated by us is an estimated date for delivery only. We are under no liability for any loss, including consequential loss, or damage, however it arises, if Goods are not delivered or supplied by that date. In no case shall we be liable for any amount payable by you to a third party as a result of a failure or delay in delivery by us due to any cause whatsoever. 6.4 If agreed by us we will deliver Goods to the address nominated by you. If we deliver Goods then you or your representative shall be present at the agreed place and time for delivery. If you or your representatives are not present, we may unload the Goods at that place in which case the Goods will be deemed to have been delivered and we will not be responsible for any claims, costs or losses suffered by you. 7. Risk 7.1 At all times from the date of delivery, Goods are at your risk of loss or damage and you are responsible for their safe custody. It is up to you to arrange your own insurance. 7.2 If any Goods are damaged or destroyed prior to property in them passing to you, we are entitled without prejudice to any of our other rights or remedies under the Terms and Conditions (including the right to receive payment of all the balance of the price for Goods) to receive all insurance proceeds payable for the Goods. This applies whether or not 9 of 14 Version 01/2015 to take effect from 1 March 2015

10 the price has become payable under contract. The production of these Terms and Conditions by us is sufficient evidence of our right to receive the insurance proceeds without the need for any person dealing with us to make further enquiries. 8. Ownership 8.1 The ownership of Goods supplied to you shall not pass to you and shall remain with us until the later of: (a) unconditional payment in full to us for those Goods; and (b) unconditional payment in full of all other monies, fees or charges owing or unpaid by you to us on any account including in respect of Goods previously or subsequently supplied to you. For the avoidance of doubt, a payment made by an Amex Charge Card is unconditional only where you comply strictly with the Amex Charge Card Conditions in relation to such payments, including payment of such sums as are due to Amex as a result of such payments. 8.2 You will hold the Goods as a fiduciary and as bailee for us and will be responsible for any loss, damage or conversion of our Goods. 8.3 The Goods shall be stored by you in a manner as to show clearly that they remain our property until such time as the Goods have been paid for in full. We may enter onto your premises to inspect the Goods or inspect your books or records regarding the Goods at any time. 8.4 You may sell the Goods in the ordinary course of your business for full market value at arms length to a bona fide purchaser for value without notice of this clause provided that: (a) you must hold all monies you receive for the sale of the Goods (Proceeds) as bailee, fiduciary agent and trustee for us and not by way of security up to an amount equal to all monies, fees or charges owing or unpaid by you to us on any account including in respect of Goods supplied to you. We have the right to trace and claim Proceeds. Receipt by you of payment shall be treated as conclusive evidence that you have received Proceeds; and (b) you account to us for all Proceeds which must be kept in a separate account on trust for us for that purpose until accounted for to us. 8.5 If the Goods are processed or comingled with other goods to produce another product, you must hold such part of the proceeds of that product that relates to the Goods in trust for us up to an amount equal to all monies, fees or charges owing or unpaid by you to us on any account including in respect of Goods supplied to you. 8.6 For the purposes of identification of different shipments of Goods purchased from us and receipt of Proceeds you agree that the principle of First In, First Out shall be applied to any items that cannot be distinguished. 8.7 You shall ensure that the Goods are not and will not be subject to any security interest, including a lien, granted or created in favor of any third party (whether under contract, statue or common law) without our prior written consent. Without limiting our rights, if you become aware of a third party s interest in or relating to a security interest, including a lien, in respect of the Goods, you shall notify us immediately in writing and provide us with all relevant details relating to the security interest, including the third party s full name and contact details, the nature of the security interest and the Goods subject to the security interest. 8.8 Where you sell those Goods you will sell as principal and you have no power to commit us to any contract or otherwise or liability but as between you and us you will sell as fiduciary agent. 8.9 Despite this clause we are entitled to maintain an action against you for the purchase price of the Goods. 9. Supply Chain Initiatives You agree to work with us to deliver supply chain initiatives designed to create efficiencies. These collaborative supply chain initiatives may include (at our absolute discretion) amongst other things: (a) delivery times as mandated; (b) Goods delivered twice per week, subject to our CSO Obligations; (c) paperless communication (ordering, invoicing, statements); (d) reduction of excess script error credits; and/or (e) rationalisation of Goods with poor sales performance. 10. Assignment 10.1 You must not assign any rights or benefits under these Terms and Conditions unless you have obtained our prior written consent. Any change in any ownership interest shall be treated as an assignment. Any assignment by you without our consent shall release us (at our discretion) from our obligations under these Terms and Conditions and clause 13.3 will apply Notwithstanding any other provision of these Terms and Conditions or any related document including your Franchise Agreement (where applicable), we may assign, novate or otherwise transfer our rights and obligations contained in these Terms and Conditions without your consent. You agree to sign such documents as may be necessary to give effect to this clause. 11. Recovery If at any time you owe us monies on any account in excess of our payment terms or clauses 13.2 (c) or (d) apply then in addition to any other rights we have you agree we may enter any premises owned, possessed or controlled by you where the Goods are stored and remove the Goods and re-sell all or any of them. We are not liable to you if we take such action. 12. Claims 12.1 When you take delivery of Goods, you must inspect them immediately and carry out any test that a prudent purchaser would carry out. We are under no obligation to accept Goods returned by you and will do so at our discretion and only in accordance with and upon compliance by you with our credit returns policy provided for in the Manual You agree that you shall make no claim against us for any delay in delivery You shall not be entitled to make any claim upon us if any amounts are outstanding from you to us. You are not entitled to set-off any amounts against your outstanding debts to us. We may at any time set-off amounts owed by us or any of our related companies to you against any sums owed by you to us or any of our related companies on any account You shall not deduct any sum from the amount due on any of our invoices or statements for any reason whatsoever including any equitable right and any statutory right which may be excluded by agreement. 13. Overdue Accounts 13.1 Interest on overdue invoices shall accrue daily at a rate of interest (however described) advised by us to you from time to time (currently 16.9% per annum) from the date when payment becomes due until the date of payment, calculated on daily rests, and shall accrue at such a rate after as well as before any judgment In the event that: (a) there is a breach by you of any of these Terms and Conditions; (b) any monies payable to us becomes overdue, or in our opinion you will be unable to meet your payments as they fall due; (c) you (being a company) are or become: (i) an externally-administered body corporate; (ii) subject to control by a Controller; or (iii) insolvent; or (d) you (being an individual) commit an act of bankruptcy or are or become an insolvent under administration; then, without prejudice to our other remedies under these Terms and Conditions or at law, (e) we shall be entitled to cancel all or any part of any of your orders which remain unperformed on any account whatsoever; (f) all amounts owing to us shall whether or not due for 10 of 14 Version 01/2015 to take effect from 1 March 2015

11 payment immediately become payable; and (g) we may cancel any Rebates given to you and recalculate the outstanding invoices on our standard prices In the event that: (a) we retain possession or control of the Goods; (b) payment of the price of the Goods is due to us; (c) we have made demand in writing of you for payment of the price of the Goods; and (d) we have not received the price of the Goods, then, whether the property in the Goods has passed to you or remains with us, we may dispose of the Goods and may claim from you our loss on such disposal If the arrangements provided under this clause constitute a credit contract as defined in the National Credit Code the time for payment of any overdue account is limited to a total period not more than 62 days from the date of statement. Nothing in this clause imposes an obligation on us to extend our payment term to you for any period at all We will not be liable to you for any loss or damage you suffer because we exercise our rights under this clause. 14. Priority 14.1 These Terms and Conditions override your terms and conditions. To the extent of any discrepancy between these Terms and Conditions and any third party (including your own) terms and conditions these Terms and Conditions prevail These Terms and Conditions do not apply to the extent that they are inconsistent with the CSO Compliance Requirements, CSO Service Standards and other CSO Obligations under the Deed of Agreement between the Commonwealth of Australia and API. The CSO Compliance Requirements and CSO Service Standards can be viewed from a link on If you are also a Franchisee, these Terms and Conditions are read in conjunction with your Franchise Agreement and to the extent of any conflict the terms of your Franchise Agreement will prevail. 15. Minimum Account Keeping Fees Pharmacy Account Holders acknowledge that we may impose a minimum account keeping fee as a condition of sale. 16. Fees for delivery of hard copy statements, invoices, credit notes and Direct Debit Defaults 16.1 You can obtain all statements, invoices, credit notes and non stock invoices, at no charge, via the API web portal or upon request by If you wish to receive hard copies of these documents, by post or fax, fees may apply If there are insufficient cleared funds in your nominated account to meet a debit payment, you may be charged a fee and/or interest by your Financial Institution and you may also incur fees or charges imposed or incurred by us. 17. Orders 17.1 All Goods sold by us are sold and supplied on these Terms and Conditions. Any alteration to these Terms and Conditions by us shall apply to all transactions between you and us occurring after the date of the altered Terms and Conditions We may refuse in our discretion to sell Goods to you at any time, including whether or not part of a contract has been performed where Goods are unavailable for any reason, a non-complying order is received or you have defaulted under these Terms and Conditions All communications between us including all purchase orders must be in writing An order for the sale of Goods shall identify the Goods ordered, the quantity required and refer to any quotation pursuant to which the order is made. No quote is binding on us unless we have prepared and accepted a written confirmation of order We may supply Goods that vary from the Goods ordered by you and you must accept the Goods supplied provided that such variations are not material Unless we agree special arrangements, such as an authorisation code, we assume any order received from anyone in your employ or acting on your behalf has been placed with your authority and is binding on you If you make a change to an order causing a delivery delay or you cancel an order less than 14 days prior to a scheduled delivery, you will pay to us a fee equal to 5% of the list price of any Goods affected. If you cancel an order for any Goods not included in our current price list, you may be subject to an additional charge. If you cancel an order or refuse to accept all or any of our Goods in an order other than in circumstances permitted by these Terms and Conditions, you will be liable for any resulting damage or loss suffered by us. If the Goods have been or are in the process of being manufactured or produced specifically for you, you will pay to us as liquidated damages the full price of the Goods and any costs incurred by us (including, any GST) less the current scrap value of the Goods as determined by us. 18. Your Relationship with Us Nothing in these Terms and Conditions creates any relationship of employment, agency or partnership between you and us. 19. Intellectual Property 19.1 These Terms and Conditions do not give you any Intellectual Property rights in or in relation to the Goods Your details and information that you provide us about yourself may be retained by us on our database. You have no rights in that database. We may use such database in the conduct of our business, subject to privacy and other relevant laws We are not liable for any infringement or unauthorised use of any Intellectual Property rights arising from these Terms and Conditions. If any dispute or claim is made in respect of any infringement or unauthorised use of Intellectual Property we may terminate these Terms and Conditions by notice to you and without liability to you or any other person. 20. Governing Law These Terms and Conditions and any contract between us shall be governed by the laws of the State of Victoria. You submit to the exclusive jurisdiction of the courts in Victoria. You agree that the proceedings may be commenced in any court in Victoria and consent to that court having jurisdiction, despite that the court would not have such jurisdiction without this clause. 21. Whole Agreement Subject to clause 14.3, this Agreement forms the entire agreement on which we are willing to trade with you and all or any previous agreements or understandings we may have had with you are superseded by this Agreement. 22. Your Obligations 22.1 You acknowledge that: (a) you are not an Associate or Related Body Corporate or Related Party or Related Entity of ours; and (b) the National Credit Code does not apply to these Terms and Conditions Without limiting the provisions of clause 13, if, at any time: (a) you believe that you may not or may be unable to perform or comply with your obligations under these Terms and Conditions; (b) clause 13.2(a) applies; (c) a cheque or bill of exchange received from you is dishonoured; (d) your account is overdue and is not settled within our payment terms; (e) there is a change or a change is proposed to your shareholding, shareholders, partnership or directors, you agree that: (f) you will immediately notify us that one or more of the above notifiable events has occurred and you will keep us notified on a monthly basis until such notifiable event no longer exists; (g) we may cease to deliver to you any Goods you have purchased while a notifiable event exists; (h) we may close your account with us; (i) we may request payment in advance for all Goods you have ordered from us; and 11 of 14 Version 01/2015 to take effect from 1 March 2015

12 (j) we have no obligation to respond to any offer you make to purchase any Goods while a notifiable event exists. 23. Warranties 23.1 We exclude all warranties in connection with Goods (or advice regarding Goods) supplied to you other than those which may not be excluded under the Competition and Consumer Act 2010 or other relevant legislation. For the avoidance of doubt, this exclusion includes an exclusion of all conditions and warranties implied by custom, the general law or statute, for damages suffered by you arising in any way out of the supply, delay in supplying or failure to supply Goods except as set out in clause Our liability under any condition or warranty implied by the Competition and Consumer Act 2010 or similar legislative provision which may not be excluded but may be limited is limited at our option to: (a) the replacement of Goods or the supply of equivalent Goods; or (b) the refund of the price paid by you for Goods We are not liable for indirect or consequential loss however described. 24. Indemnity Any indemnity provided in favour of us is an irrevocable, continuing and unconditional indemnity and shall not be affected by: (a) our making any variation or alteration in your obligations to us or the terms of any agreement made with or to be made with you including a change in credit limit; (b) any agreement between you and us becoming wholly or partly unenforceable; (c) any negligence or mistake by us; (d) our refusal to supply further Goods to you; (e) our granting time or other indulgence to or compounding or compromising with or releasing you or any co-indemnifier or any other person or corporation whatsoever or the release, abandonment, variation, relinquishment, loss or renewal in whole or in part of any security, asset or right held us; or (f) anything else which might prejudice or discharge the indemnifying party s liability under such indemnity. 25. PPSA 25.1 You agree that this Agreement and in particular the provisions of clause 8 creates a security interest in the Goods (and their proceeds) supplied presently and in the future by us to you You agree to do all things necessary and execute all documents reasonably required by us to register the security interest granted by you under this Agreement and ensure that we acquire a perfected security interest in the Goods with the appropriate priority under the PPSA The PMSI does not lose its priority as a result of the renewal, refinance, consolidation, transfer, novation or restructure of the subject matter of this Agreement and any purchase money obligations You, until ownership of the Goods passes, waive your rights under the following provisions of the PPSA, to the extent that it is permitted by law: (i) receive a notice of intention of removal of an accession (s.95); (ii) receive a notice that we have determined to enforce our security interest in accordance with land law (s118); (iii) receive a notice of enforcement action against liquid assets; (iv) receive a notice of disposal of Goods by us purchasing the Goods (s129); (v) receive a notice to dispose of the Goods (s130); (vi) receive a statement of account following disposal of the Goods (s132(2)); (vii) to receive a statement of account if no disposal of the Goods, six monthly (s152(4)); (viii) to receive notice of any proposal by us to retain the Goods (s135(2)); (ix) to object to any proposal by us to either retain and dispose of the Goods (s137(3)); (x) to redeem the Goods (s142); (xi) to reinstate the security agreement (a143); and (xii) to receive a notice of any verification statement (s157(1) and 157(3)). We may also exclude any other provisions of the PPSA not specified in this clause, as may be permitted by the PPSA as we determine from time to time. You further agree that where we have rights in addition to those under Part 4 of the PPSA, those rights shall continue to apply Your right to possession of Goods still owned by us under this Agreement shall cease if: (a) being an individual, you commit an act of bankruptcy; or, (b) being a Company, a Receiver, Manager, administrator or controller becomes entitled to take possession of any of your assets, any proceedings are instituted for the winding up of you or, you enter into a Deed of Company Arrangement, or (c) your cheque is dishonoured for payment, or (d) you fail to comply with any demand for payment issued by us, or (e) you breach any of the terms contained in this Agreement and/or are in default of any of this Agreement You agree that we are entitled to enter any premises where the Goods supplied by us and still owned by us under this Agreement are located and repossess and sell such Goods. You will indemnify and keep us indemnified in respect of any claims, actions and costs that may arise against us in relation to the removal, repossession and sale of the Goods pursuant to the terms and conditions including any claims brought by third parties You agree that repossession and retention of the Goods pursuant to the PPSA will only satisfy so much of the monies which may become payable by you to us as is equivalent to our estimation of the market value of the Goods as they are to be used by us as at the date of repossession and the repossession and retention will immediately extinguish any rights of interest you have on the Goods Until ownership of the Goods passes, you must not give to us a written demand or allow any other person to give to us a written demand requiring us to register a financing change statement under the PPSA or enter into or allow any other person to enter into the personal property securities register a financing change statement under the PPSA You agree that you will be responsible for payment of any fees (and any other costs) that we incur in relation to investigating, perfecting or registering our security interest in the Goods, and that those fees and costs may be added as a charge on invoices issued to you You agree not to change your name or undertake any changes to any documents that are registered, required to be registered or capable of being registered without our prior written consent. 26. Trusts and Partnerships 26.1 This clause applies if you are a trustee of a trust (Trust) or a partnership (Partnership) and whether or not we have notice of the Trust or Partnership Where you comprise 2 or more persons and any of those persons is a trustee of a Trust or a partner of a Partnership, this clause applies to such trustee or partner You agree that even though you enter into these Terms and Conditions as trustee of the Trust or partner of a Partnership, you also shall be liable personally for the performance and observance of every covenant to be observed and performed by you expressed or implied in these Terms and Conditions You warrant your complete, valid and unfettered power to enter into these Terms and Conditions pursuant to the provisions of the Trust or Partnership and warrant that your entry into these Terms and Conditions is in the due administration of the Trust or Partnership You covenant you have a right of indemnity against the 12 of 14 Version 01/2015 to take effect from 1 March 2015

13 property of the Trust or Partnership and it has not, and in the future will not be, excluded, modified, released, lost or diminished (whether by agreement, breach of trust or otherwise) You shall not, without our prior written consent: (a) resign or be removed as trustee of the Trust or partner of the Partnership or appoint or allow the appointment of a new or additional Trustee of the Trust or partner of the Partnership; (b) amend or revoke any of the terms of the Trust or Partnership; (c) vest or distribute the property of the Trust or Partnership or advance or distribute any capital of the Trust or Partnership to a beneficiary or resettle any of the property of the Trust or Partnership; (d) permit a beneficiary to have the use, occupation, employment or possession of the property of the Trust or Partnership; (e) do or permit or omit to do an act or thing in breach of the Trust or Partnership or which would permit the trustee or partner to be removed as trustee of the Trust or partner of the Partnership; (f) exercise or permit or allow to be exercised a power to change the vesting date of the Trust or Partnership or provide for an early determination of the Trust or Partnership; (g) lend any money, give any guarantee or incur any debt other than in the ordinary course of business of the Trust or Partnership; or (h) pay any of the income of the Trust or Partnership to any beneficiary of the Trust or Partnership if such payment will prejudice or affect your ability to pay all monies due to us, as the case may be according to whether a Trust or Partnership is applicable. 27. Force Majeure Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond our reasonable respective control. 28. Code of Conduct We expect our staff to behave ethically in line with our Code of Conduct. We also rely on our customers, suppliers, contractors and consultants to maintain a high standard of ethical conduct in their dealings with us. Our Code of Conduct is available in the Corporate Governance area of For further information on our Code of Conduct or if you wish to confidentially discuss any issues relating to suspected non-compliance with our Code of Conduct please call our head office to speak with our internal risk and audit team. 29. Privacy By ordering Goods from us you agree to the collection, use and disclosure of your personal information in accordance with our privacy policy available at or (as applicable). 30. General 30.1 In the event that any of these terms or part of a term cannot be given effect for any reason then the term or part of a term which cannot be given effect shall be severed and read down respectively and the remaining terms and part of any term shall remain valid and binding on the parties A statement in writing signed by any Director, Secretary, Credit Manager or other duly authorised person on behalf of us shall be conclusive evidence as to any of the following matters stated in it: (a) as to the delivery of any Goods: (i) the description and quantity; (ii) date of delivery; and (iii) place of delivery; (b) the amount of your indebtedness to us at the date of that statement; and (c) service of any document on you (including tax invoices and statements) You will pay to us any and all of our expenses including any legal costs (on an indemnity basis), stamp duties and other expenses payable under these Terms and Conditions together with any collection costs incurred in connection with the enforcement of, or preservation of any rights under these Terms and Conditions. Such costs, duties and other expenses may be recovered by us from you as a liquidated debt. Any payments received by us from you shall be applied firstly to any legal costs, duties and other expenses, then to interest and the remainder to the balance of monies owed by you You agree to promptly, but no later than 5 days after the occurrence of a change, notify us in writing of any change in ownership, directors or address. Notwithstanding any change in your ownership/trading structure or any advice by you to us of such change, you will remain personally liable for any Goods requested by you or on your behalf until you have received written confirmation from us that your account has been closed and full payment received We reserve the right to vary any of these Terms and Conditions at any time. You will be deemed to have accepted the Terms and Conditions (as varied from time to time) by continuing to place orders for Goods from us. We will not be bound by any variations to these terms and conditions unless accepted in writing by an authorised officer of ours. For your convenience, copies of our Terms and Conditions (and any variations from time to time) can be accessed via your API Group customer portal or obtained from our Accounts Receivable Customer Centre by calling The failure by us to insist upon compliance with any of these terms or any parts of a term does not constitute a waiver of that term or part of a term and we shall be entitled to insist upon compliance with all of these Terms and Conditions at any time Any notice required to be given by you to us must be delivered personally or sent by post to our Credit Manager at our head office and shall only be taken as delivered when received by us Any notice to be given to you by us may be delivered personally or sent by post to your last known address and shall be taken as delivered to you 2 Business Days following posting. Our invoices and statements are deemed to be received by you 2 Business Days after posting by ordinary prepaid post Service by us of any document will be treated as having been effected when sent to the addresses shown in the Application for Credit Account: (a) for the fax number, by facsimile transmission; or (b) for the address, by , and you agree that in the case of facsimile or transmission, production by us of a copy of a facsimile transmission or message bearing the time and date of dispatch shall be conclusive evidence that the facsimile transmission or message was sent on that date and time shown. 31. Definitions Agreement means these Terms and Conditions (as varied from time to time) together with any Application for Credit Account submitted by you including any declaration, indemnity, guarantee and charge contained in it. Amex means American Express Australia Limited ABN Amex Charge Card means the charge card issued to you at our request by Amex, and any replacement thereof. Amex Charge Card Conditions means the terms and conditions applicable to the Amex Charge Card as amended from time to time in accordance with its usual business practice. API means Australian Pharmaceutical Industries Limited ACN , and/or Australian Pharmaceutical Industries (Queensland) Pty Ltd ACN , API Victoria Pty Ltd ACN , API (Canberra) Pty Ltd ABN , as applicable and dependent on the distribution centre 13 of 14 Version 01/2015 to take effect from 1 March 2015

14 from which we supply Goods and issue invoices to you. CSO Obligations means API s obligations under the Deed of Agreement with the Commonwealth of Australia to access the Community Service Obligation Funding Pool. Credit Provider means: Priceline if you are a Priceline Franchisee; New Price Retail Services, Priceline and API if you are a Priceline Pharmacy Franchisee; and API if you are an independent pharmacist (whether or not you belong to an API banner group). Direct Products mean products supplied directly to you by the supplier. Franchise Agreement means a franchise agreement entered by you and Priceline if you are a Priceline Franchisee; or New Price Retail Services if you are a Priceline Pharmacy Franchisee. Franchisee means a franchisee under a Franchise Agreement. Goods means any item available for sale (including any services) to you by us, including the provision of Goods under a Franchise Agreement. Intellectual Property includes the full benefit of any rights in any copyright, trade mark, registered design, patent, trade and business names, inventions, knowhow, inventions, improvements, discoveries, confidential processes and information and includes artistic works, images, designs, motifs and photographs and any adaptation or concept relating to it. Law means any Commonwealth or Australian state legislation regulations and the general laws and includes in particular the Competition and Consumer Act 2010 (Cth) and regulations as amended and the Personal Property Securities Act 2009 (Cth) and regulations as amended. Manual means the API Price Book (for Pharmacy Account Holders) or any Manual as defined in your Franchise Agreement (for Retail Account Holders) as applicable and as provided to you and as those documents may be amended from time to time. New Price Retail Services means New Price Retail Services Pty Ltd (ACN ). non-complying order means an order of yours that does not meet our requirements. OTC means over the counter. PBS means Pharmaceutical Benefits Scheme. Pharmacy Account Holder means a Priceline Pharmacy Franchisee or an independent pharmacist (whether or not belonging to an API banner group) who, by completing an Application for Credit Account or ordering Goods from us, is an account holder with API. PPSA means Personal Property Securities Act 2009 (Cth), as amended. Priceline means Priceline Pty Ltd (ACN ). Priceline Franchisee means a Franchisee with Priceline. Priceline Pharmacy Franchisee means a Franchisee with New Price Retail Services. PMSI is an abbreviation of purchase money security interest and means a security interest taken in collateral, to the extent that it secures all or part thereof, of the purchase price as defined in Section 14 of the PPSA. Retail Account Holder means a Priceline Franchisee or a Priceline Pharmacy Franchisee who, by completing an Application for Credit Account or ordering Goods from us, is an account holder with Priceline if a Priceline Franchisee and New Price Retail Services and/or Priceline if a Priceline Pharmacy Franchisee. Rebates mean rebates, discounts, promotional discounts, allowances, concessions or other reductions from our list price or the best buy price, irrespective of how the Rebates arise or the source of the Rebates. you or your means the Retail Account Holder, Pharmacy Account Holder or other buyer of the Goods. 32. Interpretation In these Terms and Conditions unless the context otherwise requires: (a) The singular includes the plural and vice versa and a gender includes any gender. (b) References to clauses, paragraphs, recitals, schedules, annexures and exhibits are references to clauses, paragraphs, recitals, schedules, annexures and exhibits in these Terms and Conditions. (c) Headings are for convenience only and must be ignored when construing these Terms and Conditions. (d) Reference to a party includes each of its agents, successors, permitted assigns or substitutes, executors and administrators. (e) Other parts of speech and grammatical forms of a word or phrase defined in these Terms and Conditions have a corresponding meaning. (f) Reference to a person includes any company, firm, partnership, joint venture, association, corporation or other body corporate and any governmental agency and vice versa. (g) A reference to any agreement or document is also a reference to that agreement or document as amended, notated, supplemented or replaced from time to time. (h) A reference to a law includes regulations and other instruments under it and amendments or replacements of any of them whether now or in the future. (i) Any reference to writing includes an electronic communication and written is to be interpreted accordingly. (j) Terms defined in the A New Tax System (Goods and Services Tax) Act 1999 or the Corporations Act 2001 have the same meaning in these Terms and Conditions unless provided otherwise. (k) Month means a calendar month. (l) Business Day means a day that is not a Saturday, Sunday or public holiday or bank holiday in Melbourne or Sydney. (m) Including and any other similar words are not words of limitation. (n) An agreement, deed, covenant, representation or warranty on the part of 2 or more persons is for the benefit and responsibility of them jointly and severally. (o) General words following words describing a particular class or category are not restricted to that class or category. 14 of 14 Version 01/2015 to take effect from 1 March 2015