TERMS OF SALE

Tillageworx Pty Ltd | ABN 38 671 005 940

Version 2.1 | Effective: 14 October 2026

These Terms of Sale ("Terms") apply to all purchases of products from Tillageworx Pty Ltd t/as Tillageworx (ABN 38 671 005 940) ("we", "us", "our"). They form part of the Agreement between you and us, together with our Terms of Use and any other policies we publish on our website.

By placing an order or making a purchase, you agree to be bound by these Terms. If you do not agree, you cannot purchase our products. We may update these Terms from time to time. The Terms in force on the date of your order apply to that order, and by placing a further order you accept the Terms then current.

You confirm that you are a business (including a company, trust, partnership or sole trader) and that the person placing the order is authorised to enter into this Agreement on its behalf. You agree to provide accurate and current information and to promptly notify us of any changes.

Questions about these Terms? Contact us before placing your order at sales@tillageworx.com.au

1. PRICES AND PRODUCT DESCRIPTIONS

Prices may change from time to time, but the price on a confirmed Quotation applies to that order. We may discontinue, modify or change our product range. If a product on a confirmed order becomes unavailable, we will offer a substitute or refund what you paid for it. To the extent permitted by law and subject to clause 10, we are not liable for any loss arising from price changes or discontinued products.

Product descriptions, specifications and availability information may change without notice. While we take care to ensure accuracy, there may occasionally be errors or omissions in product descriptions, pricing, delivery timeframes or availability. We reserve the right to correct any such errors and, where necessary, to cancel orders affected by inaccurate information. If we cancel an order for this reason, we will refund any amount you have paid for it.

All prices are exclusive of GST unless otherwise stated. GST will be applied to orders at the applicable rate. Except as required by law, we do not warrant that products will meet your particular expectations or requirements.

2. QUOTATIONS AND ORDERS

Quotations are valid for 30 days from the date of issue and are subject to stock availability. After the validity period, quotations are subject to reconfirmation before acceptance.

It is your responsibility to review the Quotation carefully and ensure it correctly reflects your requirements before payment. Any discrepancies must be raised with us prior to payment.

After payment has been made, any change to a confirmed Quotation requested by you constitutes a Variation and may incur additional charges and/or revised lead times.

We may refuse, limit or cancel an order for reasons such as non-payment, breach of these Terms, pricing or stock errors, or credit concerns (see also clause 16). If we cancel an order you have paid for, we will refund it in full. We cannot guarantee product availability at the time of ordering.

3. BACK-ORDERS AND LEAD TIMES

Where products are not immediately available from our local stock, we will advise you of the expected lead time at the time of ordering. Lead times are estimates only and are subject to change due to supplier or freight delays beyond our control.

If a back-ordered product is materially delayed beyond the original estimate, we will notify you as soon as reasonably practicable. In such cases, you may elect to:

• maintain the back-order and await fulfilment; or
• cancel the back-order and receive a full refund of any Deposit paid for that specific order.

To the extent permitted by law, we will not be liable for any consequential loss arising from delays in the supply of back-ordered goods.

4. SPECIAL IMPORT ORDERS

Where you request products that are not part of our standard stock range and which we must procure specifically for you from an overseas supplier, the following terms apply:

• A non-refundable deposit of 50% of the total order value (Our Fees) is required at the time of placing the order, except as set out below. This deposit confirms your commitment and enables us to raise a purchase order with the overseas supplier.
• The Deposit is refundable in full if we cancel the order or cannot supply the goods.
• The remaining balance of 50% must be paid in full before goods are released for delivery or collection.
• Special import orders are non-cancellable once the purchase order has been placed with the supplier, except at our discretion. Where a cancellation is accepted, the 50% deposit will be forfeited.
• Lead times for special import orders are indicative only and subject to supplier production schedules, export processes, and international freight. We will keep you informed of progress and any material changes to the expected timeline.
• Where applicable, any import duties, customs clearance costs, or freight surcharges that are additional to the original Quotation will be advised to you as soon as practicable and must be paid prior to delivery.

Special import orders are identified in your Quotation. If you are unsure whether an item is a special import order, please confirm with us before payment.

5. COLLECTION, DELIVERY AND EXPORT

Products may be collected from our nominated location. You will receive notification when your order is ready for collection.

We can arrange delivery to your nominated address, subject to freight and handling charges. Delivery dates provided are estimates only; we will notify you of the confirmed delivery date where possible.

If you are unable to accept delivery on the notified date, you must pay any applicable storage fees and additional handling or redelivery costs. You must notify us of any shortages or discrepancies within 14 days of delivery. Claims made after this period may not be accepted, subject to your rights under the Australian Consumer Law.

Risk in the products passes to you on delivery to your nominated Site, or on collection if you collect them. Title does not pass until full payment has been received (see clause 7).

Export sales. Products delivered outside Australia are GST-free where the law allows. You are responsible for all import duties, taxes, customs clearance and permits in the destination country. Delivery terms will be set out in your Quotation.

6. PAYMENT TERMS

Payment is accepted via direct deposit (EFT) or credit card. Full payment is required before goods are collected or dispatched, unless you hold an approved credit account with us.

Standard Orders

Full payment is required prior to collection or dispatch.

Back-Orders (Stock Items)

A 50% Deposit is required to reserve stock on back-order. The remaining balance must be paid prior to collection or dispatch. Deposits are refundable only in the circumstances set out in clauses 3 and 9 or at our discretion.

Special Import Orders

A 50% deposit is required at the time of order placement. The remaining 50% balance must be paid before goods are released for delivery. See clause 4 for full terms.

Approved Credit Accounts

Where we have approved a credit account in writing, invoices must be paid in full within 30 days of the invoice date. Credit account applications are assessed at our sole discretion and may be withdrawn at any time. Failure to comply with credit terms may result in suspension or cancellation of credit facilities and orders being placed on hold pending payment.

Interest will be charged on overdue amounts at a rate of 10% per annum, calculated daily. Any costs incurred in recovering unpaid amounts (including legal and collection fees) will be charged to you.

7. PROPERTY AND TITLE

Legal and equitable title to the products remains with us until all amounts owing to us (including under any other orders) have been paid in full. Risk is dealt with in clause 5.

Until title has passed to you:

• we remain the legal and equitable owner of the products;
• you hold the products as our fiduciary agent and bailee;
• you must store the products in a manner that clearly identifies them as our property;
• we may enter your Site, on reasonable notice, to inspect or recover the products. We will take reasonable care and are responsible for any damage we cause;
• you must deliver up the products on demand, and if you fail to do so, we may enter your Site (on reasonable notice) and take possession of them.

8. YOUR OBLIGATIONS

You agree that you will:

• only use our products for lawful purposes and in compliance with all applicable laws and regulations;
• use our products in accordance with the manufacturer's instructions and recommended installation guidelines;
• not resell our products without our prior written consent, except where you are an authorised distributor or reseller acting under a written agreement with us;
• maintain products appropriately once delivered;
• promptly inform us of any relevant changes to your contact or business details.

9. CANCELLATION OF ORDERS

Orders may be cancelled before dispatch for a cancellation fee of 25% of the total order value. This fee covers administration, restocking, and any costs already incurred. Any Deposit you have paid is applied to the fee, and any balance is refunded to you. Special import orders are subject to the cancellation terms in clause 4. Nothing in this clause limits your rights under the Australian Consumer Law.

10. CONSUMER GUARANTEES AND REFUNDS

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Subject to your rights under the Australian Consumer Law, we do not provide refunds or accept returns in the following circumstances:

• change of mind (except as set out in clause 11);
• damage caused by your misuse, neglect, or failure to follow manufacturer instructions or installation guidelines;
• failure to adequately maintain or care for the products after delivery;
• normal wear and tear: our products are tillage wear parts designed for use in abrasive soil conditions. Gradual material loss, tungsten tile wear, and part degradation through normal working use are inherent characteristics of these products and do not constitute a defect;
• breakage resulting from impact with rocks, stumps, buried objects, or other non-soil hazards (at our reasonable discretion).

Note: Service life of wear parts varies significantly depending on soil type, abrasiveness, operating speeds, and maintenance practices. We are happy to provide guidance on expected wear rates for your conditions: please contact us.

11. RETURNS

You may return products within 30 days of delivery if they are unused, uninstalled and in their original, unopened packaging. Please contact us first so we can authorise the return. We will refund the price paid for the products.

Products that have been opened but are undamaged and unused may be accepted at our discretion, with a restocking fee of 10% of the product price. Products returned damaged may receive a partial refund or no refund.

You are responsible for return freight and handling costs, except where the products are faulty or we dispatched incorrect goods.

If we have dispatched incorrect goods (i.e. not matching what was ordered and confirmed in the Quotation), we will cover all return freight costs and offer you either:

• a full refund of the amount paid for the incorrect goods; or
• replacement with the correct goods, subject to current pricing and availability.

If products are faulty, we will cover the reasonable cost of returning them, subject to your rights under the Australian Consumer Law.

Special import orders are not eligible for return except where the goods are defective or do not match the confirmed Quotation specification.

12. PERSONAL PROPERTY SECURITIES ACT (PPSA)

You acknowledge that this Agreement constitutes a Security Agreement for the purposes of section 20 of the Personal Property Securities Act 2009 (Cth) ("PPSA") and gives rise to a Purchase Money Security Interest ("PMSI") in favour of us over the products supplied to you as Grantor. The products supplied fall within the PPSA classification of "Other Goods".

You agree to sign any documents and take any further steps reasonably required by us to perfect and maintain our Security Interest, including registration on the PPSR. You must not grant any Security Interest over the products to any third party without our prior written consent.

You irrevocably waive your rights to receive a Verification Statement under section 157 of the PPSA. The parties contract out of each provision of the PPSA which, under section 115(1), they are permitted to contract out of.

13. FORCE MAJEURE

We will not be in breach of this Agreement, and will incur no liability to you, to the extent that our obligations are prevented or delayed by a Force Majeure Event. We will notify you as soon as practicable if a Force Majeure Event affects our ability to fulfil your order and will work in good faith to minimise any impact on you. If a Force Majeure Event continues for more than 60 days, either party may cancel the affected order, and any amount paid for goods not delivered will be refunded.

14. MARKETING

You permit us to photograph and/or video our products as supplied or in use in the field, and to use such material for marketing, promotional, and informational purposes. We will not identify your business by name in any published material without your prior consent.

You must obtain our prior written consent before publishing any material that references Tillageworx, our products, or our brand.

15. LIABILITY AND INDEMNITY

To the maximum extent permitted by law and subject to clause 10, we are not liable for any Loss or Damage arising from your use of, or inability to use, our products, including (without limitation): errors or omissions in product descriptions; price changes or discontinued products; loss or damage during delivery; late delivery; or any interruption, suspension, or termination of our services.

Where our liability cannot be excluded, it is limited to the lesser of:

• the replacement of products or supply of equivalent products; or
• the total amount paid by you to us in the 12 months preceding the claim.

You agree to indemnify us against any Claim arising from your breach of this Agreement, your violation of any law or third-party rights, or any loss or damage incurred in connection with us recovering possession of the products.

16. TERMINATION

We may refuse to supply products or services to you, or terminate your ability to purchase from us, for reasons such as non-payment, breach of this Agreement, or credit concerns. If we cancel an order you have paid for, we will refund it in full. To the extent permitted by law and subject to clause 10, we are not liable to you for any such refusal, suspension, or termination.

We may also change or discontinue our products or services from time to time. This does not affect orders we have confirmed (see clause 1).

17. DISPUTE RESOLUTION

If you have a concern about our products or services, please contact us as soon as possible. We ask that you give us a reasonable opportunity to understand and address the issue before escalating any dispute.

If a dispute cannot be resolved through direct communication, both parties agree to engage an independent mediator or dispute resolution specialist before commencing any legal proceedings. Each party will bear their own costs in such a process unless otherwise agreed.

We ask that both parties handle any dispute professionally and in confidence. We respectfully request that you refrain from making public comments about an unresolved matter while we are actively working to address it. We will extend the same courtesy to you.

18. GENERAL

This Agreement is governed by the laws of Western Australia, Australia. Both parties submit to the non-exclusive jurisdiction of the courts of Western Australia.

Notices may be given by email to the address you provide to us, or to sales@tillageworx.com.au.

This Agreement constitutes the entire agreement between you and us in respect of the supply of our products and supersedes all prior agreements, representations, and communications, whether written or oral.

If any provision of this Agreement is unenforceable, it will be severed to the extent necessary, and the remaining provisions will continue in full force. A failure by us to enforce any provision does not waive our right to enforce it in the future. All obligations and liabilities survive termination of this Agreement.

No other terms are incorporated into this Agreement except as required by law.

DEFINITIONS

ACL / Australian Consumer Law: Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Agreement: These Terms of Sale together with our Terms of Use and any other policies published on our website.

Claim: Any claim, demand, action, or proceeding under statute, tort, contract, or otherwise, including any award of costs or damages.

Deposit: 50% of Our Fees, paid either to reserve a back-order (refundable as set out in clauses 3 and 9) or as the commitment deposit on a Special Import Order (non-refundable as set out in clause 4).

Force Majeure Event: Any event beyond our reasonable control that prevents performance of our obligations, including but not limited to: pandemic, act of God (fire, earthquake, flood), war, civil unrest, terrorism, industrial action, electrical failure, changes to applicable regulations, weather events, or disruptions to supplier production or international freight outside our reasonable control.

Loss or Damage: Any direct, indirect, incidental, punitive, special, or consequential loss or damage, including loss of profits, revenue, data, or business opportunity.

Our Fees: All fees payable by you, including product prices, delivery, storage, and any other charges confirmed in the Quotation or otherwise agreed.

Products: Tillage wear parts, components, and any other goods we supply to you.

Quotation: A written quote or offer for products issued by us to you, valid for the period stated therein.

Site: The property or premises (including farm, business, or storage facility) to which products are delivered.

Special Import Order: An order for products not held in our standard local stock range, which we must procure specifically for you from an overseas supplier.

Variation: Any change to a confirmed Quotation requested by you after payment.

We, us, our: Tillageworx Pty Ltd t/as Tillageworx (ABN 38 671 005 940), including our directors, officers, employees, agents, and contractors.

You / your: The business purchasing or enquiring about our products, and its authorised representative.