Commercial Distribution Finance Pty Ltd
Customer Online Management System ("COMS" or "the Site")
TERMS AND CONDITIONS OF ACCESS - APPLICABLE TO AUSTRALIA AND NEW ZEALAND

Acceptance

This is an official website of Commercial Distribution Finance Pty Ltd (ABN 54 608 590 727) and GE Finance and Insurance (Co No 621355) and all their related bodies corporate (together referred to on the site as "we", "us", "our", "GE Capital").

"You" and "your" means you, your agents, employees and contractors.

By clicking "I accept" at the bottom of these terms and conditions, you agree to these Terms and Conditions of Access for COMS.

General Disclaimer

While we try to ensure that the content of COMS is free from error, we do not warrant the accuracy, adequacy or completeness or suitability of the content of COMS for your intended use. The content of the COMS is not intended to be a substitute for commercial judgment or professional advice, and you should not act in reliance upon any of our Site's content, without first obtaining professional advice relevant to your circumstances.

Liability

We disclaim, to the extent permitted by law, all liability or responsibility to you or anyone else for any direct or indirect loss or damage that may result from your or anyone else's access to, use of and reliance on the COMS.

Password

It is your responsibility to safeguard your password and commit your password to memory and to guard against the possibility that others may use your password to gain unauthorised access to COMS. We will not be responsible for any unauthorised access to or use of your password and you agree to indemnify us for any loss or liability that may result from a third party's unauthorised access to COMS as a result.

You must change your password regularly using the 'Change Password' link within COMS. We recommend that you do this at least every three months.

If any record containing your password is lost or stolen or your password becomes known to anyone other than yourself, you must immediately contact us or call the GE Capital Customer Service desk, from Australia phone: 1800 133 580 or from New Zealand phone: 0800332 525. You must also notify us in writing of this. You can obtain a new password by submitting a request via the COMS website. You must then telephone us to verify your identity. We will also need to perform (and you will need to pass) some security checks before the new password will become active.

Use of COMS

You acknowledge that together with your signed direct debit authority in our favour, the use of your Single Sign-On (SSO) and password by you or anyone else (whether authorised or not) is sufficient authority for us to process transactions on your accounts. We may act on this authority and are not obliged to make further enquiries.

Your affirmative actions in using the Site, such as clicking "I Accept", "Submit", "Yes" and the like, and/or downloading or uploading data, signify that you agree to, adopt, and execute the action or electronic record with the intention to be legally bound. Such affirmative actions will have the same legal force, effect, validity, and enforceability as if you affixed a written signature to the electronic record, and such electronic signature and electronic record shall be deemed to satisfy the writing and delivery requirements of any applicable law.

You agree to transmit, view, and receive electronic records through the Site via the Internet using your Password. Our electronic or other properly stored copy of such electronic signatures and electronic records shall be deemed to be the true, complete, valid, authentic, and enforceable copy of them. You agree not to contest the admissibility, legal effect, validity, or enforceability of such electronic signatures or electronic records in any proceedings arising out of the use of the Site.

You agree that you will not use COMS for any purpose other than to carry out your online payment, approval request transactions, make enquiries available through COMS and otherwise manage and administer your accounts.

Information Accuracy.

You warrant that you will only submit and/or post information on the Site that is accurate, complete, and not misleading. We do not review, check, or verify the accuracy or completeness, and are not responsible for the content of, any information submitted to, transmitted through, and posted on the Site by any authorized user.

User Conduct.

You agree that you will not:

1. Use the Site in any manner that could damage, disable, overburden, or impair the Site;
2. Interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked sites. The use or distribution of tools designed for compromising security (e.g. password guessing programs, spoofing, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security we reserve the right to release your details to system administrators at other websites in order to assist them in resolving security incidents;
3. Disrupt or interfere with any other person's use of the Site or affiliated or linked sites;
4. Attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access;
5. Use or attempt to use another's account, service, or system without prior written authorization from GE Capital;
6. Create or use a false identity on the Site;
7. Post or otherwise disseminate on or through the Site harassing, defamatory, libelous, tortious, offensive, threatening, obscene, or otherwise unlawful communications or materials of any kind, or materials that infringe or violate any third party's copyright, trademark, trade secrets, privacy, or other proprietary or property right or that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law;
8. Use any robot, spider, or other automatic device, or manual process to monitor or copy the web pages or the content contained at the Site;
9. Allow access to or use of the Site or any component thereof by or for the benefit of third parties who are not Authorized Users, including, without limitation, providing timeshare services, service bureau services, outsourcing or consulting services, or displaying and/or demonstrating the Site or any content thereof or sharing, downloading, or copying any content or information from the Site, without GE Capital's prior written consent, or for any unlawful purpose or in furtherance of any unlawful purpose; content or information from the Site, without GE Capital's prior written consent, or for any unlawful purpose or in furtherance of any unlawful purpose;
10. Upload or transmit to GE Capital's computer systems any computer virus, worm, time bomb, or other harmful programming routine, or assist anyone else in doing so, directly or indirectly; and
11. Frame any of the content of the Site, nor incorporate into another Site or other service any intellectual property of GE Capital or their licensors.

Access to Accounts and Information

You can access and transact on all accounts with GE Capital on which you are the account owner (that is, all accounts associated with your SSO) and are authorised to act ("Accounts").

The Site allows the manufacturers and distributors from whom we purchase inventory for bailment to you ("Participating Manufacturers") to access certain information regarding your Accounts and to view your Account and loan facility status with GE Capital. The information that may be accessed by a Participating Manufacturer will include:

1. details of your Accounts, including the total credit limit and the available credit limit;
2. information concerning your payment history, including amounts paid or owing to GE Capital in respect of any equipment;
3. any information concerning equipment the subject of the bailment, including inventory status, product age and purchasing patterns; and
4. any other information reasonably incidental to the bailment.

In the event that you have used the Site to place an order with a Participating Manufacturer, and where you have sufficient available credit limit for such order, the Participating Manufacturer may provide a release (approval) of your order on your and our behalf.

By accepting these Terms and Conditions of Access you agree to the Participating Manufacturers having access to such information and having ability to provide such releases.

Limited License.

Subject to completion of your registration and your compliance with these Terms and Conditions of Access, GE Capital grants you a non-exclusive, non-transferable, terminable, limited license to access, use and display the Site including, without limitation, the visible text, graphics, and images thereon and to view, upload and download such text, graphics, data, and images only in connection with facilitating the use, review, and analysis of your distribution network's performance data and/or the purchase and sale of inventory financed by the GE Capital, as the case may be.

Restrictions.

You may not: (1) modify, adapt, translate or create derivative works based upon the Site; (2) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to discover the source code of any of the Site's Software, or reduce such Software to a human readable form, or permit third parties to do so, or print or copy the HTML or other computer programs that are viewable at the Site; (3) remove, obscure, or alter any copyright notice, trademark, or other proprietary rights notices affixed to or contained within the Site and the products and services offered therein; (4) create any frames at any other Web sites pertaining to or using any of the information provided through the Site; or (5) incorporate any of the information made available by the Site in any other database or compilation, unless expressly permitted in writing.

Intellectual Property and Confidentiality

You acknowledge that any unauthorised reproduction by you of any proprietary information provided or available via COMS or any portion of it may result in legal action being taken and that unless expressly stated in these Terms and Conditions of Access, you agree not to use or reproduce our or a third party's confidential information or intellectual property such as copyright or trademarks without the prior written consent of the owner of that confidential information or intellectual property.

Copyright©

For the avoidance of doubt, the content of the Site is protected by copyright and no part of the Site may be reproduced or adapted in whole or in part without our prior consent. You also agree to reproduce all copyright and other proprietary notices on all such copies in the same manner and format that such copyright and other proprietary notices posted on the Site.

Availability of COMS

We do not guarantee that access to COMS will be continuous or fault free. COMS is generally available from 5am to 11pm (AEST), 365 days a year, except for any necessary downtime to allow for maintenance of the system, outages to any public Internet backbones, networks, or servers or arising from events beyond our control.

Ongoing Correspondence

Once you have signed up to COMS all of your trust receipts, line item billings (LIB), and tax Invoices will be available to be downloaded. You may request a written copy of an electronic communication subject to: (i) your payment of the fees chargeable by GE Capital for producing and delivering such written copy, which GE Capital may determine and establish from time to time in their sole discretion; and (ii) GE Capital's record retention policy in effect from time to time. You are responsible for reviewing electronic communications presented via the Site on a continuous basis; you are required to take any action to acknowledge, correct, or reply to electronic communications in a timely manner within such designated periods as may be established by GE Capital; and all electronic communications provided through the Site will be deemed to have been received by you at such time as they are made available on the Site by GE Capital, regardless of whether and when you actually review such electronic communications.

Dishonour of Transactions

COMS transaction payments may be dishonoured by your Bank or financial institution. If this does occur, you will be charged our standard dishonour fee.

Withdrawal of Service

We may at any time with reasonable prior notice withdraw your access to COMS. In addition, we may suspend or withdraw your access to COMS at any time without prior notice if:

• you breach any of these terms and conditions of access or fail to pay any applicable fees for access to COMS;
• we learn of your death, bankruptcy or lack of legal capacity, or that you have committed an act of bankruptcy, or that a bankruptcy petition has been presented against you;
• there are insufficient funds to cover payments or payment instructions given; you have acted fraudulently or illegally; or we consider we have other reasonable grounds to do so.

The general disclaimer, liability, indemnity, intellectual property and confidentiality provisions set out in these Terms and Conditions of Access will continue in force beyond the withdrawal or suspension of your access to COMS.

Direct Debit.

If you elect at any time, or have elected, to use the Direct Debit option on the Site, the following additional terms apply to your use of the Site:

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1. Automatic/Pre-Authorized Direct Debits. To enable GE Capital to automatically initiate direct or pre-authorized debit entries to your bank account to pay any amounts which are due and owing under the financing or other agreements, by making the election in the form you thereupon irrevocably authorize GE Capital to initiate direct debit entries to the bank account such that any obligations under the financing or other agreements are paid when due and owing and to take possession of funds in the bank account in the amount of such obligations for application to such obligations.


2. Elective Direct Debits. If you do not confer such authority to GE Capital to initiate Direct Debits in the form, the system will allow you to select the payments of principal and/or security deposit, average daily billing charge, insurance, fees and other charges which you elect to make to GE Capital. Upon selecting the particular items you wish to pay, you will enter the required authorization information to confirm the payments you wish to make. Upon doing so, you there upon irrevocably authorize GE Capital to initiate direct debit entries to the Bank Account in the amount you selected to pay and to take possession of funds in the Bank Account for application to your obligations.
From time to time, an affiliate of GE Capital may provide financing to your customer for the purchase of an item of inventory financed by GE Capital. When such a program is available, and provided you have not opted out of such a program after having been given an opportunity to do so, you agree that payment to GE Capital for such inventory may be effected electronically through the auto-settlement process by which the GE Capital' affiliate will pay GE Capital directly for such inventory. Such transactions will be reflected automatically on your account.

Locator Transfer Program

When we purchase inventory from Participating Manufacturers for bailment to you and other dealers ("Dealers")("Inventory"), the Locator Transfer Program ("LTP") allows you, the Dealers and the Participating Manufacturer to see where such Inventory is being held. A Dealer who is interested in purchasing a unit of Inventory located through LTP (the "Buyer") may then directly contact the Dealer identified as holding the Inventory (the "Seller") to request that they sell the Inventory (the "Seller"). It may be possible to electronically effect the transfer of the Inventory between dealers through the Site (for purposes of this section, each an "Electronic Transfer.")

By accepting these Terms and Conditions of Access you are automatically enrolled in LTP. Since Participating Manufacturers can change from time to time, your enrollment in LTP and the number of brands of Inventory that are subject to LTP may change from time to time without notice. You can determine whether or not you are part of the program at any given time by attempting to access LTP in the Site; if you can successfully access the LTP module, you are enrolled in LTP. You may decline participation in LTP by completing the LTP opt-out form posted on the site and sending such form to GE Capital in accordance with the instructions set out in the opt-out form. However, if you opt-out of the LTP program, the Participating Manufacturers will continue to be able to use LTP to locate Inventory held by you.

In addition to the disclosure set out below, your geographic location, the model numbers of your Inventory, your name, and your telephone number will all be made available by GE Capital to all other participating dealers through the Site. If Electronic Transfer is available for the inventory in question, once contact is made between a Buyer and Seller, said parties will exchange ital' dealer numbers for the purpose of completing the transaction electronically. Buyer assumes and agrees to pay to GE Capital the balance owing to GE Capital from Seller for the Inventory. Buyer grants GE Capital a security interest in the Inventory. Buyer and Seller agree that the balance owing to GE Capital for the Inventory is as set forth in the Dealer Transfer Transaction Form completed in connection with the transaction and Buyer and Seller waive all defenses or claims they may have against GE Capital with respect to such Inventory. Issues such as logistics, delivery fees, compensation (apart from the indebtedness set out in the dealer transfer transaction form discussed below) and any taxes, are to be determined between the buyer and the seller without the involvement of, or recourse to, GE Capital.

If Electronic Transfer is available for the Inventory in question, the Buyer and Seller may be required to electronically complete a dealer transfer transaction form which will disclose the Seller's indebtedness to GE Capital with respect to the particular piece of Inventory to be sold. Once the form is completed, GE Capital may, directly, or through the appropriate Participating Manufacturer (at GE Capital sole discretion and without recourse to GE Capital or any Participating Manufacturer), either accept or reject the proposed transaction. If the proposed transaction is accepted, you authorize GE Capital to complete the transaction electronically. In some instances, a Participating Manufacturer may require its approval before an Electronic Transfer of Inventory may occur between Buyer and Seller.

Payments by you using COMS and Approvals for facility drawdowns

Subject to the availability of processing services at GE Capital's bank and any other systems or processing faults, errors or outages which may occur from time to time:
1. Payments received:
   1. after 3.30pm AEST; or
   2. on a Saturday or Sunday; or
   3. on a National Australian public holiday,
      will be processed on the next Business Day in the State of New South Wales;


2. Payments made at all other times will be processed overnight and the new balances reflected on the next business day; and

Approvals for facility drawdowns will be processed immediately.

For the purposes of these terms and conditions, Business Day means a day other than a Saturday, Sunday or public holiday in the State of New South Wales.

Your Indemnity to us

You agree to indemnify and hold us harmless for any loss or damage suffered by us, our customers or a third party or for any claim or action which may be brought against us which results from your use of COMS including without limitation, any failure by you to ensure that steps are taken to prevent unauthorised use of COMS). It is not necessary for us to incur expense or make payment before enforcing this right of indemnity.

Changes to content

All content on this Site (including these Terms and Conditions of Access) is subject to change at any time. We will notify you of amendments to these Terms and Conditions of Access by posting information on this Site or by some other form of written or electronic notice to you (including by email). If you do not agree to those amendments, you must cease accessing COMS, otherwise your continued use of the service will be taken to be your consent to those amendments.

Jurisdiction

If you have an Australian dollar account:

Unless otherwise specified, the content on this site has been prepared in accordance with the laws of the Commonwealth of Australia. The content of this website and any contracts formed with GE Capital arising out of this site are governed by the laws of the State of New South Wales and the jurisdiction of the courts of that State.

If you have a New Zealand dollar account:

Unless otherwise specified, the content on this site has been prepared in accordance with the laws of New Zealand. The content of this website and any contracts formed with GE Capital on or in relation to this Site are governed by the laws of New Zealand and the jurisdiction of the courts of that place.

Links

The Site may contain links and pointers to other Internet sites or resources. Links to and from the Site and other third party sites do not constitute an endorsement by GE Capital or any of their respective affiliates of any third party resources or their contents. GE Capital make no representation or warranty, and take no responsibility, for the accuracy, content, or any other aspect of these sites and disclaim any liability to you in connection with such sites. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.

Privacy Policy

Any information you transmit to us may be used by us, to, amongst other things, advise you of our products and services and those of selected third parties. You have the right to access and correct your personal information held by GE Capital. For more information see our Privacy Policy on the GE Capital website.
For Australia : http://www.gecapital.com.au/privacy.html
For New Zealand : http://www.gecapital.co.nz/privacy-policy.html

Notices

We may notify you of termination or suspension of your access to COMS or any other matter, in writing or by telephone or email.

Waiver

In relation to these Terms and Conditions of Access, no delay or failure to act will be construed as a waiver of or in any way prejudice, any of our rights. No waiver will be effective unless it is in writing. A waiver of a breach will not waive any other breach.

Severability

If any of these terms and conditions of access are held to be invalid, illegal or unenforceable, that provision will be severed and the remaining terms and conditions of access will be enforceable.

Entire Agreement

These terms and conditions contain the entire agreement between you and us on its subject matter. All prior representations, agreements and understandings whether verbal on in writing are superseded by these terms and conditions.

BY CLICKING THE ACCEPT BUTTON BELOW:

• YOU AGREE THAT YOU ARE AUTHORISED TO ACCEPT THE TERMS ON BEHALF OF THE BAILEE/DISTRIBUTOR/MANUFACTURER.
• YOU ACCEPT THE TERMS AND CONDITIONS OF ACCESS TO COMS SET OUT ABOVE AND AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE ABOVE TERMS AND CONDITIONS.
• IN PARTICULAR, WITHOUT LIMITING YOUR CONSENT TO ANY OTHER TERM AND CONDITION, YOU AGREE TO THE PARTICIPATING MANUFACTURERS (AS DEFINED ABOVE) HAVING ACCESS TO YOUR ACCOUNT AND YOUR INFORMATION (INCLUDING, WITHOUT LIMITATION, YOUR CREDIT LIMIT, REPAYMENT HISTORY, INVENTORY STATUS AND OTHER INFORMATION AS DETAILED ABOVE), AND TO HAVING THE ABILITY TO PROVIDE A RELEASE (APPROVAL) OF YOUR ORDER ON YOUR BEHALF.