TERMS AND CONDITIONS

Special Order / Custom Order Terms of Trade
– Orders are prepaid to commence
– Lead time is 12-16 weeks from payment of the invoice
– Full artwork files and dimensions are to be supplied by the customer in vector files and logos
– Each screen print size has a $150 artwork fee
– Screen prints are subject to slight variations due to overseas variances in software .+/- 10%
– Screen print positions may vary from artwork provided due to functional application problems.
– Packaging supplied is Combatsportshop® standard packaging
– Maximum artwork length is 32 inches.
– Multicolour artwork and larger artwork than normally on the product is at additional invoiced cost.
– Errors in artwork or position are non-refundable or negotiable – if the artwork is not acceptable for any reason outside the above exclusions then a screen print refund will be applied to account

If approved by management on a case by case basis.

Drop Shipping Terms of Trade
1. Orders must be completed through the website: www.combatsportshop.com (so stock availability can be checked by the buyer).
2. The customer drop shipping must nominate (type in) the secondary delivery address (to avoid data entry errors and missed deliveries). The customer drop shipping must provide clear instructions on each order regarding invoice delivery and other details (to prevent the end user from receiving notifications and invoicing)
3. Out of stock items in our Warehouse MAY be drop shipped.
4. Shipping is 100% the responsibility of the billed customer using the tracking number provided to chase up lost/delayed incorrectly delivered drop shipments directly with the freight company.
5. we cannot collect or arrange collection of floor stock from retailers for on forwarding via drop shipping.
6. Good lost in transit – This is consequential damage/loss and is not the responsibility of combatsportshop.com

Terms and Conditions governing a supply of Goods

2.1 The Customer may order Goods from LimitLess Fight Gear ® Pty Ltd either in writing, by telephone or by electronic means. LimitLess Fight Gear ® owns the domain name “LimitLess Fight Gear .com” and all online purchases are linked to LimitLess Fight Gear ® Pty Ltd.

2.2 An order for Goods constitutes an offer to purchase the Goods by the Customer subject to the Sales Conditions. Each order must nominate a business address as a delivery point for the Goods.

2.3 LimitLess Fight Gear ® Pty Ltd and/or Urban Holdings Pty Ltd may at its discretion decline or delay any order at any time and will not be held liable for consequential damages.

2.4 LimitLess Fight Gear ® Pty Ltd may from time to time at its discretion vary the Sales Conditions. (Updates will appear on www.LimitLess Fight Gear .com)

2.5 The price of Goods compromised in an order is to be calculated by reference to LimitLess Fight Gear ® Pty Ltd and/or Urban Holdings Pty Ltd current price list and such other terms as may be agreed by the Customer and LimitLess Fight Gear ® from time to time.

2.6 Acceptance of an order by LimitLess Fight Gear ® Pty Ltd takes effect on delivery (and not before) by LimitLess Fight Gear ® Pty Ltd of the subject Goods to the delivery point nominated in the order. Upon delivery, the Sales Conditions take effect.

2.7 LimitLess Fight Gear ® Pty Ltd does not undertake to deliver the Goods contained in an order on any particular date or at any particular time notwithstanding a request by the Customer accordingly.

3. Credit Terms

Credit Terms are as approved by LimitLess Fight Gear ® Pty Ltd at its absolute discretion and notified to the Customer pursuant to the Customer’s application. LimitLess Fight Gear ® Pty Ltd may vary the Credit Terms (including the withdrawal of credit) at any time and will notify the Customer accordingly.

4. Credit Reports

Each of the Customer and each person signing as guarantor of the Customer’s obligations under this credit application (each a “Guarantor”) acknowledges and agrees that LimitLess Fight Gear ® Pty Ltd and any related bodies corporate:

(a) may give certain information about them to a credit reporting agency or other credit providers to the Customer in order to obtain a credit report about them. (The information which may be given is covered by s18E(1) of the Privacy Act 1988 (Act) and may include, as relevant, identity particulars and the fact that the Customer has applied for credit or the Guarantor has offered to act as a guarantor); and

(b) may, in assessing whether to grant the Customer’s credit application or whether to accept the Guarantor as a guarantor, seek and obtain information about them from a credit reporting agency or another credit provider and may give information about them to another credit provider. (The information may include anything about credit worthiness, history, standing or capacity (including information about commercial credit) which credit providers are permitted by the Act to obtain or receive); and

(c) without limited clauses 4(a) and (b) may, if LimitLess Fight Gear ® Pty Ltd considers it relevant to assessing whether to grant the Customer’s credit application or whether to accept the Guarantor as a guarantor, seek and obtain personal credit information, or a credit report containing personal credit information about them from a credit reporting agency or another credit provider and may give personal credit information about them to another credit provider.

Retention of Title

5.1 The risk in the Goods passes to the Customer on delivery to the Customer or into custody on the Customer’s behalf provided that if the Customer fails to accept delivery or requests a delay in delivery, risks to the Goods will be borne by the Customer from the time of such failure or request (as the case may be) and the Customer indemnifies LimitLess Fight Gear ® Pty Ltd from any claim, loss or expense whatsoever arising from the Customer’s failure or request.

5.2 Property in and title to the Goods supplied by LimitLess Fight Gear ® Pty Ltd to the Customer remains with LimitLess Fight Gear ® Pty Ltd until the Customer has paid LimitLess Fight Gear ® Pty Ltd both the purchase price for the Goods and any other money that the Customer may owe to LimitLess Fight Gear ® Pty Ltd (or its related entities) at any time on any account.

5.3 The Customer may seel or otherwise dispose of the Goods supplied by LimitLess Fight Gear ® Pty Ltd in the ordinary course of the Customer’s business.

5.4 Where the Customer disposes of the Goods before payment to LimitLess Fight Gear ® Pty Ltd, the sale proceeds of such disposal are the property of LimitLess Fight Gear ® Pty Ltd and the Customer holds the proceeds on trust for LimitLess Fight Gear ® Pty Ltd. Further, the Customer, in disposing of the Goods before payment to LimitLess Fight Gear ® Pty Ltd, does so as LimitLess Fight Gear ® Pty Ltd’s fiduciary agent.

5.5 LimitLess Fight Gear ® Pty Ltd may enter the Customer’s premises or elsewhere within business hours and seize any Goods which have not been paid for by the due date without LimitLess Fight Gear ® Pty Ltd having to give notice to the Customer and the Customer waives the right to receive any statutory or PPSA notice.

Charging clause:

6.1 The Customer:

(a) Grants to LimitLess Fight Gear ® Pty Ltd a security interest in all of the Customer’s present and after acquired property and all of the Customer’s present and future rights in relation to any personal property (“Personal Property”); and

(b) Charges all of the Customer’s present and future interests in, and all of the Customer’s present and future rights in relation to , any land and any other property, other than any Personal Property to which the Personal Property Securities Act 2009 applies (PPSA), in favour of LimitLess Fight Gear ® Pty Ltd as security for:

(i) The payment or delivery of all amounts of any nature which the Customer (whether alone, or jointly, or jointly and severally with any other person) is, or may at any time become, liable (whether actually or contingently) to pay or deliver to LimitLess Fight Gear ® Pty Ltd.

(c) The security interest granted in Personal Property has the same priority in relation to all Secured Money, including future advances.

Acceleration

If any amount due and payable by the Customer:

(a) Under the Sales Conditions or Credit Terms; or

(b) To any related body corporate of LimitLess Fight Gear ® Pty Ltd,

Is not paid on time, all amounts actually or contingently owing under the Sales Conditions and Credit Terms, whether or not due and payable, become immediately due and payable.

Breach

If the Customer:

(a) Breaches the Credit Terms or Sales Conditions; or

(b) Makes any false representation (whether by act or omission) in respect of the Customer’s application for credit, including any false representation (whether by act or omission) in relation to the Customer’s financial position; then, without limiting any other rights of LimitLess Fight Gear ® Pty Ltd, LimitLess Fight Gear ® Pty Ltd may:

(i) Terminate the Credit Terms; and/or

(ii) Refuse to supply any Goods to the Customer.

Other documentation

The Customer expressly agrees and acknowledges that it is a condition of LimitLess Fight Gear ® Pty Ltd approving the Customer’s application for credit that any supply of Goods by LimitLess Fight Gear ® Pty Ltd is subject only to the Sales Conditions. In no circumstances may the Customer introduce or attempt to introduce contractual terms governing such supply which are inconsistent with the Sales Conditions.

Agreement

The Customer has read and agrees to the Credit Terms and warrants that all information provided by the Customer to LimitLess Fight Gear ® Pty Ltd is true, complete and correct. The Customer requests LimitLess Fight Gear ® Pty Ltd to accept this credit application and upon acceptance by LimitLess Fight Gear ® Pty Ltd the Customer agrees to be bound by these Credit Terms and Sales Conditions. LimitLess Fight Gear ® Pty Ltd ABN: 51591990

SALES CONDITIONS

LimitLess Fight Gear ® Pty Ltd will supply Goods to the Customer on the following Sales Conditions unless otherwise notified or agreed by LimitLess Fight Gear ® Pty Ltd in writing.

INTERPRETATION

1.1 Definitions

In these Sales Conditions:

“Containers” means any containers, pallets or crates used for the delivery of Goods, but excludes any cardboard packaging.

“Customer” means the purchaser of the Goods set out in the invoice or credit application.

“Goods” means the Goods delivered by LimitLess Fight Gear ® Pty Ltd to the Customer

“GST” means a tax, levy, duty, charge, or deduction together with any related additional tax, interest, penalty, fine or other charge imposed by or under the GST Act.

“GST Act” is a reference to A New Tax System (Goods and Services Tax) Act 1999 as amended.

“Invoice” means the document which may be provided to the Customer on or after delivery of the Goods describing those Goods, their price and which may contain these Sales Conditions.

“Laws” means the common law and the laws of the Australian Commonwealth, State or Territory legislation.

“Purchase Price” means the price to be paid for the Goods as shown on the Invoice calculated by reference to LimitLess Fight Gear ® Pty Ltd’s current price list for the Customer and such other terms as may be agreed by the Customer and LimitLess Fight Gear ® Pty Ltd from time to time subject to conditions 2.2. The Purchase Price is inclusive of GST.

“Taxable Supply” has the meaning given in the GST Act.

PRICE OF GOODS

2.1 Price Inclusive

Unless otherwise agreed or required by law, the Purchase Price includes: any sales tax, GST, duty or other impost (other than income tax) on the sale of the Goods; delivery and standard packing for delivery.

2.2 Variation of Price

LimitLess Fight Gear ® Pty Ltd may vary the price of the Goods at any time in its discretion but will use its reasonable endeavours to provide the Customer with prior written notice of any price increase.

DELIVERY

3.1 Method and Loss or Damage

Unless otherwise agreed, LimitLess Fight Gear ® Pty Ltd may select the method of delivery and the carrier and is not liable for any loss or damage of any kind whatsoever arising from late delivery.

3.2 Timing

The Customer acknowledges and agrees that time is not of the essence in relation to delivery and that it must accept and pay for Goods even if the Goods are delivered after the requested date.

3.3 Instalments

LimitLess Fight Gear ® Pty Ltd may deliver the Goods in instalments and the Customer must pay an amount for that instalment as notified by LimitLess Fight Gear ® Pty Ltd in the invoice. If LimitLess Fight Gear ® Pty Ltd fails to deliver any instalment the Customer must still accept and pay for the balance of the Goods delivered. If the Customer fails to pay for any instalment LimitLess Fight Gear ® Pty Ltd may at its absolute discretion; refuse to deliver any further instalments until all amounts payable, whether due or not, are paid; or terminate the agreement for the supply of the Goods and recover damages.

3.4 Containers

(a) Containers owned by LimitLess Fight Gear ® Pty Ltd at all times remain the property of LimitLess Fight Gear ® Pty Ltd. LimitLess Fight Gear ® Pty Ltd retains the right of possession of any containers not owned by it. Property to the Containers does not pass to the Customer in any circumstances.

(b) All Containers are delivered to the Customer at its risk and the Customer must ensure that the Containers are: kept clean; not damaged; and are returned (at the request of LimitLess Fight Gear ® Pty Ltd) to LimitLess Fight Gear ® Pty Ltd, or such other person as LimitLess Fight Gear ® Pty Ltd may request, in good condition.

(c) LimitLess Fight Gear ® Pty Ltd will keep a record of the number and type of Containers delivered to the Customer (which the Customer agrees will be conclusive evidence of the number and type) and may charge the Customer for the replacement cost or such lesser amount determined by LimitLess Fight Gear ® Pty Ltd for each Container not returned or damaged by the Customer.

(d) The Customer indemnifies LimitLess Fight Gear ® Pty Ltd against and must pay LimitLess Fight Gear ® Pty Ltd on demand the amount of all losses, liabilities and expenses arising out of or in connection with the possession or use of all Containers (delivered by LimitLess Fight Gear ® Pty Ltd) by the Customer. For the purpose of this indemnity, the Customer is deemed to be in possession of a Container from the time of delivery by LimitLess Fight Gear ® Pty Ltd until LimitLess Fight Gear ® Pty Ltd or the owner of the Container physically resumes possession.

3.5 SMS / Email Notifications

The Customer gives their consent to supply our Couriers with their details for the sole purpose of receiving SMS/Email Notifications directly from the Couriers regarding their parcel(s).

PAYMENT AND CREDIT

4.1 Credit Terms

If the Customer has the continuing credit approval of LimitLess Fight Gear ® Pty Ltd, the Customer must pay the Purchase Price in conformity with the Customer’s credit terms into a bank account nominated by LimitLess Fight Gear ® Pty Ltd, unless otherwise agreed by LimitLess Fight Gear ® Pty Ltd.

4.2 Disputes

If there is any dispute in relation to the Purchase Price, the Customer must notify LimitLess Fight Gear ® Pty Ltd the reasons for the dispute within 48 hours of the date of the Invoice and must pay the undisputed amount of the Purchase Price.

4.3 Non-Payment Consequences

(a) If payment is not made when due, LimitLess Fight Gear ® Pty Ltd may: withdraw any credit; not supply further Goods; and charge interest on all amounts owing by the Customer to LimitLess Fight Gear ® Pty Ltd on a daily basis at current unsecured commercial lending rate plus 1% OR an overdue account keeping fee of $25 per month plus GST, whichever is greater until payment is made. Interest or admin charge is payable once the account exceeds settlement terms by 5 business days. The Purchaser will also pay to LimitLess Fight Gear ® Pty Ltd upon demand an amount equal to the amount of any additional GST that may become payable by the Supplier as a result of the Customer’s non payment.

(b) Should the Customer default in the payment of any monies due to LimitLess Fight Gear ® Pty Ltd, then the total of all monies due to LimitLess Fight Gear ® Pty Ltd by the Customer will immediately become due and payable. The Customer will pay or reimburse any expenses, costs or disbursements incurred or paid by LimitLess Fight Gear ® Pty Ltd in recovering outstanding monies including bank charges, administration costs, debt collection agency fees and commissions and solicitors costs.

PAYMENT OF GST

5.1 Customer Liable for all GST

In addition to any GST included in the Purchase Price of the Goods, the Customer must pay to LimitLess Fight Gear ® Pty Ltd on demand any GST payable in relation to any other Taxable Supplies which is subject to these conditions.

5.2 Apportionment of Payment

If any part of the Purchase Price is referrable to both a Taxable Supply and anything that is not a Taxable Supply, the GST exclusive portion of the Purchase Price will be determined by LimitLess Fight Gear ® Pty Ltd.

RIGHT OF ENTRY

The Customer must, without requiring prior statutory or PPSA notice, permit representatives of LimitLess Fight Gear ® Pty Ltd to enter any premises under the control of the Customer where the Goods are held, for the purpose of inspecting the premises and the Goods to check that the Customer is complying with these Sales Conditions.

Possession

7.1 Retaking Possession

If: (a) the Customer fails to pay any of the Amount Due; or

(b) the Customer becomes or, in the reasonable opinion of LimitLess Fight Gear ® Pty Ltd, is in danger of becoming, insolvent or bankrupt, LimitLess Fight Gear ® Pty Ltd may retake possession of the Goods.

Warranties, limitation & Exclusions and Indemnity

8.1 Exclusion of Warranties

Subject to condition 8.2 and to the extent permitted by law, LimitLess Fight Gear ® Pty Ltd excludes all warranties, conditions, liabilities or representations in relation to the Goods or the correctness of information, advice or other services concerning the Goods or otherwise.

8.2 Limitation of Liability

Where legislation implies in these Sales Conditions any condition or warranty which cannot be excluded or modified, the condition or warranty is deemed to be included in these Sales Conditions. However, to the extent permitted by LimitLess Fight Gear ® Pty Ltd ABN: 89 100 459 130 Urban Holdings Pty Ltd ABN: 69 125 043 410

law, the liability of LimitLess Fight Gear ® Pty Ltd and its officers, employees or agents for a breach of any such condition or warranty is limited, at LimitLess Fight Gear ® Pty Ltd’s option, to any one or more of the following:

(a) The replacement (from any source) of those Goods or the supply of equivalent Goods;

(b) The payment of the costs of replacing those Goods or of acquiring equivalent Goods, by credit to the Customer’s account, in cash or by cheque at LimitLess Fight Gear ® Pty Ltd’s absolute discretion.

8.3 No Liability

Subject to condition 8.2, LimitLess Fight Gear ® Pty Ltd, its officers, employees or agents are not liable for any loss or damage of any kind whatsoever, including, without limitation, consequential or economic loss or loss of profits, even if due to the negligence of LimitLess Fight Gear ® Pty Ltd, its officers, employees or agents arising out of or in connection with the supply of Goods. This exclusion extends to any promotional activities, advertising, statement about the Goods or their performance or characteristics of or by the Customer.

8.4 Warranties by the Customer

The Customer warrants that it:

(a) will not make any unauthorised use of or any claim to, intellectual or industrial property which pertains to the Goods or is the property of LimitLess Fight Gear ® Pty Ltd;

(b) will handle and store Containers safely, with due care and in accordance with occupational or public health and safety requirements.

9.0 FORCE MAJEURE

9.1 Force Majeure Events

LimitLess Fight Gear ® Pty Ltd may suspend delivery or reduce the amount to be delivered if LimitLess Fight Gear ® Pty Ltd is unable to deliver the Goods by reason of circumstances beyond its reasonable control, including (without limitation) strikes, lockouts, accidents, war, fire, flood, explosion, shortage of power, breakdown of plant or machinery, shortage of raw materials from normal source of supply, act of God or any order or direction of any government, government authority or instrumentality.

9.2 Right of Termination

If the effects of the force majeure event continue for more than one calendar month, LimitLess Fight Gear ® Pty Ltd at its absolute discretion may terminate the agreement for supply of Goods to which these terms and conditions apply.

9.3 No Claim for losses on consequential damages

The Customer will have no claim against LimitLess Fight Gear ® Pty Ltd for any damages, loss or costs.

10 ALTERATION TO RANGE

LimitLess Fight Gear ® Pty Ltd reserves the right, at its absolute discretion, to add to or remove from the range of products, including the Goods, supplied by LimitLess Fight Gear ® Pty Ltd, and may do so at any time without notice to the Customer.

11 GENERAL

11.1 Severability

Any provision in these Sales Conditions which is invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable. Otherwise the provision may be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these Sales Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.

11.2 Sales Conditions Prevail

As between LimitLess Fight Gear ® Pty Ltd and the Customer, if there is any inconsistency (whether expressly referred to or to be implied from these Sales Conditions or otherwise) between the provisions of these Sales Conditions and those of any document of the Customer, the provisions of these Sales Conditions prevail to the extent of the inconsistency.

11.3 Variation to Sales Conditions

LimitLess Fight Gear ® Pty Ltd may from time to time at its absolute discretion vary the Sales Conditions.

11.4 Governing Law

LimitLess Fight Gear ® Pty Ltd and the Customer accept the law of Queensland as the proper law of the agreement and agree to submit to the non-exclusive jurisdiction of the Courts in Queensland and any court hearing appeals from those Courts. LimitLess Fight Gear ® Pty Ltd ABN: 89 100 459 130 Urban Holdings Pty Ltd ABN: 69 125 043 410

11.5 Retrospective Pricing

LimitLess Fight Gear ® Pty Ltd will not accept or enter into any claims for retrospective pricing or compensation for its price changes. Prices may change without notice – check your invoice for current pricing.

12 Interest

Where the debt remains outside account terms and/or due date the Company may charge interest at current unsecured commercial lending rate plus 1% OR an overdue account keeping fee of $25 per month plus GST, whichever is greater. Interest or admin charge is payable once the account exceeds settlement terms by 5 business days.

13 Intellectual Property

No Intellectual Property rights are implied upon receipt of signed terms and conditions. (Separate application and payment required)

14 Internet Policy

LimitLess Fight Gear ® Pty Ltd reserve the right to only supply retailers that have a full time retail address not online presence only.

15 Restocking Fee

Goods cannot be returned without prior arrangement and a return number being issued. 20% will be deducted off the invoice value as a restocking fee. For simple change of mind returns a balance will only be credited to your account. There will be no cash refunds. Freight is fully the responsibility and cost of the customer for any return. Only undamaged “as new” in original packaging product can be returned with no foreign pricing or stickers. Goods returned after 24 days – No credit allowed

16 Consequential Damages

We and our, Employees and Agents are expressly not and will not be held responsible for any indirect or consequential damages.

17 Errors and Omissions

The account holder agrees to account adjustment on all errors & omissions on invoicing or packing by way of a credit/debit adjustment being issued to rectify the error or omission or over supply of goods.

18 Advertisement of Bad Debts

We reserve the right to advertise business names and directors who default on above credit accounts after 90 days past due date on this website and through other print and electronic media.

19 Invoicing

LimitLess Fight Gear will not be held liable for payment of invoices for goods and services issued without an ABN.

Invoices issued outside a fair and reasonable timeframe (90 days after the goods or services have been provided)

1- Will be subject to a 10% of invoice amount account reconciliation and archive fee.
2- Invoice will then be paid 30 days after the reconciliation is complete, less a reconciliation bookkeeping 10% fee.

Retention of Title