Credit Application Form

TERMS AND CONDITIONS OF SALE

1. TERMS OF SUPPLY

   These terms and conditions apply to all products ("Products") sold or supplied by Poblano Mexican (QLD) Pty Limited or any related body corporate ("POBLANO") to its customers (each a "Customer").

2. PRICE

   The price of the Products shall be the prevailing price as quoted by POBLANO from time to time. POBLANO reserves the right to increase the price of the Products at any time prior to delivery by notice in writing to the Customer. On receipt of such a notice the Customer may cancel any part of an undelivered order.

3. DELIVERY
   1. Any delivery times made known to the Customer are estimates only and not contractual commitments. POBLANO will use its reasonable endeavours to meet any estimated dates but POBLANO will not be liable for any late or non-delivery of the Products to the Customer, nor will POBLANO be liable for any loss, damage, or delay occasioned to the Customer or any other person or entity for failure to meet any estimated date. If POBLANO provides any services related to the Products, it will provide such services within a reasonable time.
   2. The Customer acknowledges that all Products are sold delivered duty paid ("DDP") unless otherwise stated on the invoice.
4. PAYMENT
   1. Unless otherwise agreed by POBLANO and the Customer in writing, payment must be made within 30 days of the date of delivery.
   2. POBLANO may at any time without notice terminate or suspend any right of the Customer to purchase Products on credit. Where there are monies outstanding with respect to any invoice, POBLANO reserves the right to require that any deliveries that have not yet been made be paid for in cash on delivery.
   3. If at any time monies are due and owing by the Customer to POBLANO with respect to any invoice, then the whole amount of all invoices then outstanding will become immediately due and owing.
   4. POBLANO reserves the right to charge the Customer interest at the rate of 10% per annum on any monies due to POBLANO by the Customer that are unpaid, calculated daily from the due date for payment until payment is received.
5. GST AND TAXES

   Unless otherwise specified, all prices quoted are exclusive of goods and services tax ("GST") and other taxes. Except to the extent that any GST or other taxes have already been specifically included in the price, the Customer must pay the amount of any applicable GST or other taxes at the time of payment for the Products.

6. RETENTION OF TITLE

   Full legal and equitable title in the Products and ownership of the Products will be retained by POBLANO until such time as the whole of the purchase price for the Products (and associated costs, duties and charges invoiced for the Products) (the "Invoiced Cost") have been received in clear funds by POBLANO.

   1. Until such time as the Invoiced Cost has been paid in full, POBLANO may enter the Customer's premises (or the premises of any associated person where the Products are located) without liability for trespass or any resulting damage and retake possession of the Products. POBLANO may resell any Products that have been repossessed.
   2. If the Products are resold by the Customer, the Customer must hold such part of the proceeds of sale as represents the Invoiced Cost in a separate identifiable account as POBLANO's beneficial property and pay such amount to POBLANO on request.
   3. Despite clauses to 6.1 to 6.3 above, POBLANO will be entitled to maintain an action against the Customer for the Invoiced Cost.
7. RISK

   Risk in the Products shall pass to the Customer on delivery.

8. LIABILITY
   1. To the full extent permitted by The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (the "ACL") and other applicable laws, POBLANO makes no express warranties or representations in relation to the Products or their delivery.
   2. To the full extent permitted by the ACL and other applicable laws, except as these terms and conditions specifically state or as contained in any express warranty provided in relation to the Products, any agreement arising from the supply of Products by POBLANO does not include by implication any other term, condition, warranty or guarantee in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Products or any contractual remedy for their failure.
   3. If the Customer is a consumer as defined under the ACL ("consumer"), nothing in these terms and conditions excludes, restricts or modifies the Customer's rights or remedies against POBLANO for failure to comply with a guarantee under the ACL, however and subject to section 64A(3) of the ACL, to the extent that the Products are not of a kind ordinarily acquired for personal, domestic or household use or consumption, POBLANO limits its liability for failure to comply with a guarantee under the ACL (other than a guarantee under section 51, 52 or 53 of the ACL) at POBLANO's option:
      1. in the case of Products, any one or more of the following: the replacement of the Products (or the supply of equivalent goods), the repair of the Products, the payment of the cost of replacing the Products (or of acquiring equivalent goods) or the payment of the cost of having the Products repaired; or
      2. in the case of services, to the supplying of the services again or the payment of the cost of having the services supplied again.
   4. If the Customer on-supplies the Products to a person or entity who is a consumer:
      1. if the Products are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the amount specified in section 276A(1) of the ACL is the absolute limit of the POBLANO's liability to the Customer;
      2. otherwise, payment of any amount under section 274 of the ACL is the absolute limit of POBLANO's liability to the Customer;
      howsoever arising under or in connection with the sale, use of, storage or other dealings with the Products by the Customer or any other person or entity.
   5. If clauses 8.3 and 8.4 do not apply, then other than as stated in these terms and conditions or any written warranty statement, POBLANO is not liable to the Customer in any way arising under or in connection with the sale, use of, storage or any other dealings with the Products by the Customer or any other person or entity.
   6. POBLANO is not liable for any indirect, consequential or reasonably foreseeable losses or expenses suffered by the Customer or any other person or entity, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other person or entity, except to the extent of any liability imposed by the ACL.
   7. Nothing in this clause 8 is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
9. TERMINATION

   Without prejudice to POBLANO's rights and remedies in relation to breach of these terms and conditions by the Customer, POBLANO will not be obliged to proceed with the supply of any Products which have not yet been delivered to the Customer if:

   1. any monies due and payable by the Customer are in arrears for seven (7) days regardless of whether or not written demand has been made by POBLANO;
   2. the Customer defaults in complying with any covenant, condition or stipulation contained in these terms and conditions and such default is not cured within seven (7) days of service of a written notice by POBLANO on the Customer; or
   3. the Customer enters into, or any steps are taken to have the Customer enter into, liquidation, provisional liquidation, receivership, receivership and management, administration, bankruptcy or any arrangement, reconstruction or composition with the Customer's creditors or any of them, or a controller is appointed with respect to any of the Customer's assets, the Customer becomes unable to pay its debts to any person as they become due or the Customer otherwise becomes insolvent.
10. CONTAINERS AND PALLETS
    1. POBLANO agrees to lend pallets to the Customer on the condition that the Customer will provide pallets of similar quality and type to be exchanged with POBLANO at the point of delivery. POBLANO reserves the right to cease lending pallets to the Customer or alternatively charge for pallets at a commercial rate as advised to the Customer from time to time.
    2. Where containers are stated to be returnable to POBLANO, the Customer will comply with the instructions stated in the delivery advice note.
11. GENERAL
    1. No waiver by POBLANO of any default, breach or repudiation by the Customer will affect POBLANO's rights in respect of any further or continuing default, breach or repudiation
    2. These terms and conditions supersede and replace any arrangements, representations, understanding or agreements made or existing between POBLANO and the Customer and (except as otherwise may be agreed in writing) constitute the entire agreement relating to the supply of Products by POBLANO.
    3. These terms and conditions will be construed in accordance with the laws of Victoria.
    4. The Customer must not assign or otherwise transfer or attempt to assign any right or obligation under these terms and conditions without POBLANO's prior written consent.
    5. POBLANO reserves the right to vary these terms and conditions at any time. It is the Customer's responsibility to check the printed terms and conditions accompanying or included with any quote, invoice or order confirmation.
    6. These terms and conditions bind the Customer and its legal personal representatives, successors, and permitted assigns
    7. To the full extent permitted by the ACL and other applicable laws, POBLANO will not be liable for any delay or failure to perform its obligations under these terms and conditions to the extent that such delay or failure is due to any event or circumstance beyond its reasonable control.
12. PPS
    1. This clause applies after the commencement of the Personal Property Securities Act 2009 (Cth) ("PPSA') and to the extent that any agreement arising from the supply of Products by POBLANO or POBLANO's interest in such agreement or in relation to any Products is or contains a security interest for the purposes of the PPSA.
    2. If POBLANO determines that any agreement arising from the supply of Products by POBLANO (or a transaction in connection with it) or its interest in such agreement or in relation to any Products is or contains a security interest for the purposes of the PPSA, the Customer must do anything (such as obtaining consents, completing, signing and producing documents and supplying information) which POBLANO requests and considers necessary for the purposes of:
       1. ensuring that such security interest is enforceable, perfected and otherwise effective; or
       2. enabling POBLANO to apply for any registration, or give any notification, in connection with such security interest so that the security interest has the priority required by POBLANO; or
       3. enabling the Owner to exercise rights in connection with such security interest.
    3. To the extent that Chapter 4 of the PPSA applies, the Customer waives any right given to it under Chapter 4 that it is able to waive.
    4. The Customer waives its right to receive any verification statement (as defined in the PPSA) in relation to any agreement arising from the supply of Products by POBLANO or POBLANO's interest in such agreement or in relation to any Products.
    5. For the purposes of these terms and conditions, terms defined in the PPSA have the meaning in these terms and conditions

AGREEMENT TO GUARANTEE AND INDEMNIFY

To: Poblano Mexican (QLD) Pty Ltd (A.C.N 681 551 315)

WE GUARANTEE payment of all monies and performance of all obligations by the Debtor or any of us arising from any dealing with you whatsoever.

WE INDEMNIFY YOU against all losses you sustain whatsoever as a result of any dealing you have with the Debtor or any of us.

WE AGREE:

1. to pay to you any amount certified by you as payable before we become entitled to dispute whether that amount is payable.
2. that this agreement shall remain effective notwithstanding any conduct or event which, but for this clause may have the effect of releasing the Debtor or any of us.
3. this agreement is signed by us both in our personal capacity and as Trustee of each and every trust of which we are trustee.

WE CHARGE in your favour all of our estate and interest in any asset or trust asset, and including any land in which we now have any interest (or in which we later acquire any interest ) with payment of all monies owed to you by the Debtor or any of us.

CONSIDERATION: You to grant credit from time to time and to forbear from taking any legal action for one month against the Debtor or any of us.

PROPER LAW: We agree that this agreement to Guarantee and Indemnify and any claim and any dispute between the Creditor, the Debtor or any of us at all shall be governed by Victorian Law and heard in the appropriate Victorian Court at Melbourne

DEFINITIONS:

1. "You" and "Your" shall be a reference to each of the Companies listed below as the "Creditor(s) jointly and severally.
2. "We" and "Us" shall be reference to each of the Guarantors and the Debtor jointly and severally.