APPLICATION TYPE: New Account: Account Reactivation: Credit Term Application: ABN/Ownership Change: Existing/Previous Customer Code:

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1 Page 1 Please complete the following to assist Synnex Australia in evaluating your company to become a Synnex Australia authorised reseller. Please ensure you initial the bottom left corner of each page, and return all ten (10) pages of the application form, along with a copy of your Business Name Registration Certificate. CBD Applications: Complete all fields shaded grey COD/Credit Term Applications: Complete all fields on all pages Will you be reselling the products purchased from Synnex Australia? YES NO If No, please advise why you wish to purchase products from Synnex Australia: APPLICATION TYPE: New Account: Account Reactivation: Credit Term Application: ABN/Ownership Change: Existing/Previous Customer Code: BUSINESS DETAILS: ABN: ACN: GID #: Entity Trading Street Address: Suburb: State: Postcode: Postal Address: ( As Above) Suburb: State: Postcode: Landline Phone (required): Registered Address (One only): Website Address: Mobile: Is your business a trustee of a trust Yes No Do you require serial numbers to be recorded (high end items only): Yes No Do you wish to receive marketing material from Synnex Australia? Yes No FURTHER BUSINESS DETAILS: Legal Structure: Public: Pty Ltd: Other: Partnership: Sole Trader Building Type: Shop Office Home Warehouse Other Building Size: m 2 No. of Years at this Location: Months Years Turnover last Financial year: $ Estimated Turnover this Financial year: $ Anticipated Credit Limit: $ OR Cash Before Delivery Account Only Anticipated Credit Terms: COD 7 Days 14 Days 30 Days 7 EOM 14 EOM 30 EOM Fax: Last Financial Report Attached: Yes No Banker s Name & Address: Suburb: State: Postcode: Landline Phone #: Mobile #: Fax #: Accountant s Name & Address: Suburb: State: Postcode: Landline Phone #: Mobile #: Fax #:

2 CONTACT NAMES: Director(s)/ Proprietor(s) Details: Page 2 Note: DOB / DL required for Sole Traders / Partnerships requesting credit terms Name Residential Address Phone D.O.B. Driver s Licence # Total No. of Employees: Other Contacts: Name Phone Manager Sales Manager Purchasing Officer Accounts Payable 3 rd Party Invoice Clerk DELIVERY BAY / OPERATING HOURS: MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY Opening Hour: Closing Hour: ADDITIONAL BUSINESS DETAILS: Product Focus: Hardware Solution Selling Telecommunications Software Service Other: Principal Products Purchased: OEM (CPUs / Motherboards / Hard Drives / Memory etc.) Peripherals (LCDs / Printers / Networking etc.) Consumables Other: Current IT & T Suppliers: System (PCs / Notebooks / Netbooks) Telecommunications / GPS MARKETS ADDRESSED: Which Markets Does Your Business Operate within: Retail Corporate SME Market Consumer Government / Education Web Business Wholesaler OEM Wholesale Export Telecommunications Other: Geographical Areas Covered By your Business:

3 Page 3 TRADE REFERENCES (Required for COD/Credit term account applications, Minimum 2 references are required) First Trade Reference: Name of Company Phone Number Fax Number Address Person to Contact Trading History With Credit Reference Credit Limit Provided $ Credit Terms Usual Trade Volume/Month $ Second Trade Reference: Name of Company Phone Number Fax Number Address Person to Contact Trading History With Credit Reference Credit Limit Provided $ Credit Terms Usual Trade Volume/Month $ Third Trade Reference: Name of Company Phone Number Fax Number Address Person to Contact Trading History With Credit Reference Credit Limit Provided $ Credit Terms Usual Trade Volume/Month $

4 Page 4 In order to ensure that your orders are processed properly, promptly and securely Synnex Australia Pty Ltd (Synnex) has implemented a new procedure that requires your immediate attention. For ALL PICK-UP orders Synnex will verify that the person/s collecting the goods have their details on record and are authorised by you to collect goods. This is implemented to prevent potential disputes. Please ensure that the following details are completed fully and sent to Synnex before you or your authorised representative collects goods from our warehouse. You must also provide authorisation to courier companies, by providing their details to Synnex, prior to collecting goods on your behalf. Customer Personnel Pick Up: Driver s License : Driver s License: Driver s License : Driver s License: Driver s License : Driver s License: Authorised Courier Companies: Company Name Account Ref #: Company Name Account Ref #: Please Note: 1. Synnex employees are NOT PERMITTED to release goods unless proper identification is provided. 2. Please update details WHENEVER a new person is required or no longer authorized to collect goods. Company Address Customer Code: Suburb State Postcode Name (Please Print Clearly): I agree to these conditions Authorised Signature: Please FAX this completed form to Synnex Australia on

5 Page 5 TERMS AND CONDITIONS SYNNEX AUSTRALIA PTY LTD. - A.B.N Orders & price 1. R.R.P s shown are indicative only. There is no requirement to comply. 2. Except specifically expressed, all prices quoted or that have appeared in SYNNEX s price list are exclusive of any tax, import, duty or other levies. SYNNEX reserves the right at any time between the time of quotation and / or order and the date of delivery of the goods or provision of services to make any reasonable adjustment to prices. All prices in the price list are subject to change without notice and without recourse to SYNNEX. All prices are quoted in Australian Dollars and are based on ex-factory availability from Melbourne, Victoria. 3. All goods sold, services provided and fees charged by SYNNEX will be charged GST at the prevailing rate as currently set by the Australian Taxation Office (ATO), or relevant legislation, and must be paid by the Customer in addition to the price of the products, services and fees. 4. Verbal orders over the telephone can be accepted if the following conditions are met: (a) The purchase is confirmed upon delivery of goods and services (b) Any dispute on pricing, condition of goods, etc. must be addressed within 24 hours of receiving the goods and/or services; otherwise, the invoice of the transaction will serve as a contractual sale and purchase agreement between SYNNEX and the Customer. 5. An official order, in writing on company letterhead, or equivalent, must be issued to SYNNEX before any delivery can be effected. Orders must clearly state -Order Number, Name and Signature of Purchasing Officer, Product code(s), Configuration(s) Required, Unit Price and Total Order Value, Delivery Address, Delivery Date/Schedule required, Invoice Address, Special Requirements/Conditions etc. Dispatching & delivery 6. Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and SYNNEX shall not be liable for any loss or damages howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances. The Customer shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, despatch or performance. SYNNEX reserves the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. No cancellation of sales contract is allowed if goods or services have been delivered by the courier. 7. Synnex Australia reserves the right to cancel sales orders without prior notice: (a) If the Customer does not collect goods from the warehouse of SYNNEX within seven (7) days of placing their order. (b) When the delivery / dispatch of orders is delayed for more than seven (7) days due to payment not being received. 8. Except being expressed otherwise delivery charges are at the expense of the Customer. Customers are requested to arrange their own transportation for the picking up of orders. In the event that SYNNEX has to organise transportation and delivery, a standard freight charge will apply. Any transit insurance is the responsibility of the Customer. SYNNEX will not be responsible for any damages or loss whatsoever during transit once goods are despatched out of SYNNEX s warehouse. Payment 9. Payment terms are normally cash with order, or cleared funds before delivery unless the Customer has a credit account with SYNNEX in place prior to despatching. SYNNEX will issue an official receipt as a proof of payment to Customers who pay by cash. A receipt will only be issued for cheque payments upon request. 10. The Customer is required to complete the Dealer Application Form in order Synnex could open a dealer account for trading. The Customer requests that SYNNEX supply goods and/or services for which the Customer undertakes to pay SYNNEX the agreed price(s) within the terms agreed, or if no such terms have been approved by Synnex, by cleared funds before delivery. A credit account may be granted to the Customer at the sole discretion of SYNNEX. Details of the credit account will be notified separately. The Customers who have credit account should always maintain their account with SYNNEX within the credit limit and payment terms provided. Payment is required immediately if the account exceeds the credit limit and/or is outside the payment terms. SYNNEX reserves the right to cancel credit accounts without prior notice. All overdue amounts are subject to a default interest rate of 3% per annum above the prevailing prime lending rate, calculated on an overdue balance on a daily basis 11. Synnex will not accept a company cheque at the time of delivery unless a COD or credit account is granted to the Customer. There will be a $15.00 (excluding GST) charge for all returned cheques. At the sole discretion of SYNNEX, credit or COD accounts of the Customers, who have a bounced cheque record, may be cancelled without prior notice. Once a credit account is cancelled, any order placed by the Customer to Synnex thereafter is required to be paid on CBD (cash or clear fund before delivery) terms. 12. In the event of any default in payment to SYNNEX for an amount of more than $150 and for more than 60 days by the Customer or where a demand has been made against a guarantor of the Customer s account, SYNNEX may in its absolute discretion record the default with SYNNEX s credit information provider. 13. In the event of any default in payment to SYNNEX, the Customer shall pay to SYNNEX costs of and incidentals to the recovery of such sums as may be due, including all mercantile and like fees and legal fees and charges on a solicitor, filing fees, stamp duty, taxes or any other fees payable, or incurred in relation to such recovery process. 14. Credit card surcharge will apply on the full amount paid by credit card or Moneytech dealer card accepted by SYNNEX in the following rate: (a) A 1.5% (excluding GST) or 1.65% (GST inclusive) on Mastercard or Visa credit card payment. (b) A 2.2% (excluding GST) or 2.42% (GST inclusive) on American Express credit card payment. (c) A 1% (excluding GST) or 1.1% (GST inclusive) on MoneyTech dealer card payment. 15. SYNNEX may in its absolute discretion apply to off-set or reduce the account of a Customer, for the amount/s (excluding GST) which SYNNEX may owe to the Customer for goods which the Customer has supplied to SYNNEX. The Customer agrees and warrants that where SYNNEX makes the off-set or reduction of an account, that it is made in the ordinary course of business and is not a preference payment. The Customer and the guarantor (where applicable) agree to indemnify SYNNEX from all claims made subsequently by a liquidator or external administrator under the Corporations Act Property and risk 16. Risk for all products shall pass from SYNNEX to the Customer when the products are delivered. 17. Until SYNNEX has been paid in full for all goods supplied to the Customer under any contract whatsoever between the Customer and SYNNEX: (a) The goods shall remain as property of SYNNEX.

6 Page 6 (b) Should the goods or part thereof be affixed or added to any other items, such attachment shall be effected by the Customer solely as an agent for SYNNEX and SYNNEX shall have full legal and beneficial title to the whole of the new product thereby created. (c) The Customer shall store the goods and any new products as referred to in (b) separately and in such a way that they can be readily identified as being the property of SYNNEX. (d) Subject to (e) and (f), the Customer shall be at liberty to sell the goods and the new products in the ordinary course of the business on the basis that the Customer shall be under a fiduciary duty to SYNNEX and to account to SYNNEX for the proceeds of such sale but may deduct from such proceeds any excess of such proceeds of the total amount due by the Customer to SYNNEX under any contract whatsoever, provided that the Customer shall have no authority to enter into any contract of sale on behalf of SYNNEX. Any contract or sale shall be accordingly concluded in the name of the Customer. (e) SYNNEX may at any time revoke the Customer s power of sale by notice to the Customer if the Customer is in default in payment of any sum whatsoever due to SYNNEX in respect of any goods or services supplied to the Customer by SYNNEX or any other sums whatsoever or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by the Customer in favour of SYNNEX is dishonoured on presentation for payment or if SYNNEX has bona fide doubts as to the solvency of the Customer. (f) The Customer s power of sale shall automatically cease in the event of the appointment of a Receiver, Receiver and Manager, Administrator or Controller over any, or all of the assets or undertaking of the Customer or upon the commencement of a winding up application, the appointment of a Liquidator or if the Customer calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy. (g) Upon termination of the Customer s power of sale under (e) or (f), the Customer shall place the goods and the new product referred to in (b) at the disposal of SYNNEX which shall be entitled to enter upon any premises of the Customer for the purpose of repossessing such goods and new products from the premises. (h) Terms thereafter will be on a strictly cash basis only. Sales will be made subject to Synnex s standard Conditions of Sales. In consideration of Synnex granting the Customer credit facilities it is irrevocably agreed as follows: i. All goods obtained from SYNNEX shall be at the Customer s risk immediately upon delivery from the agreed delivery point. ii. Notwithstanding that the risk in any such goods had passed to the Customer, title and property in all goods shall remain with SYNNEX until such times as full payment is made to SYNNEX for all amounts owing by us in such a way so that the Customer s total indebtedness to SYNNEX under their terms and conditions of sales is discharged. (i) It is acknowledged that points 07(h)i. and ii. have been specifically drawn to the Customer s attention, that the Customer has read and fully understands the terms and accepts them without reservation. 18. Retention of title The Customer acknowledges and agrees that in respect of any goods supplied by SYNNEX to the Customer, all rights, interests and title in and to such goods remains with SYNNEX and will only pass to the Customer once the Customer satisfies all its existing payment obligations to SYNNEX. Until all rights, interests and title in and to such goods passes to the Customer in accordance with this clause, the Customer must (i) hold those goods as SYNNEX s fiduciary agent and bailee, (ii) insure the goods for their full replacement value, (iii) store the goods separately in a way that enables them to be clearly identified as the property of SYNNEX, and (iv) not pledge, grant a security interest in or in any way charge by way of security for any indebtedness, any of the goods. The Customer acknowledges and agrees that SYNNEX may demand the return and delivery of any goods that it has supplied to the Customer if the Customer is late in satisfying any of its payment obligations. If the Customer fails to return and deliver such goods immediately, SYNNEX may, and the Customer must do all things necessary at its own expense to enable SYNNEX to, enter the Customer s premises or that of any third party where the goods are stored to repossess the goods. This clause creates a security interest in favour of SYNNEX, which SYNNEX may perfect by effecting a registration on the Personal Property Securities Register (PPSR). 19. Security (a) Words and expressions used in this clause that are not expressly defined in these terms and conditions but which have a defined meaning in the Personal Property Securities Act 2009 (Cth) (PPSA) have the same meanings as in the PPSA. (b) To secure all the Customer s present and future obligations, including without limitation its payment obligations, and liabilities to SYNNEX (Secured Obligations), the Customer hereby grants a security interest in all its personal property and charges all its other property, including without limitation all its rights, title and interest in and to any land, by way of a charge to and in favour of SYNNEX (Secured Property), without regard to the kind or location of the Secured Property, or whether the Secured Property is held by the Customer as beneficial owner, as trustee of a trust, or jointly with one or more persons. The Customer acknowledges and agrees that the security interest created under this clause attaches to the Secured Property in accordance with the PPSA and confirms that it has not agreed to postpone the time for attachment. (c) The Customer is entitled to request SYNNEX to discharge the charge and security interest created under this clause if (i) it satisfies the Secured Obligations in full, (ii) all commitments that might give rise to any Secured Obligations are terminated, and (iii) no payment, conveyance or transfer to SYNNEX in satisfaction of any Secured Obligation is void, set aside or voidable, or potentially void, capable of being set aside, or voidable. (d) The Customer acknowledges and agrees that if it fails to fully satisfy any of its payment obligations to SYNNEX, SYNNEX may (i) enforce its security interest and charge; (ii) declare the Secured Obligations immediately due and performable; or (iii) declare the Secured Obligations due and performable on demand. (e) Without limiting anything else in these standard terms and conditions, the Customer consents to SYNNEX registering the security interests and charges created under these standard terms and conditions on the PPSR and any other applicable registers, including without limitation the lodgement of one or more caveats or other such notices in respect of any land in and to which the Customer has any rights, title and interest. (f) The Customer will not, without notice, change their name or initiate any change to any registered documentation, or act in any manner which would impact on the registered security interest of SYNNEX; (g) The Customer waives any right the customer has under the PPSA to: i. receive notice in relation to registration events; or ii. to claim any damages available under section 271 of the PPSA (h) The Customer agrees to waive or exclude such sections of the PPSA as SYNNEX may require, subject to those sections being capable of exclusion. Warranty & return 20. All products supplied by SYNNEX are covered, as standard, by the respective manufacturer s warranty on a Return to Base (RTB) basis, which means the defective product, is required to be returned to SYNNEX or the Authorised Service Centres of SYNNEX at the Customers own cost. Details of the manufacturer s warranty for individual products are listed separately in the Warranty Matrix which SYNNEX reserves their right at all times, to change any or all of them according to the manufacturer s direction. 21. Any return of a defective product to SYNNEX must be first authorised in accordance with the following process: (a) The Customer must obtain a Return Authorisation Number (RA Number) from SYNNEX prior to shipping the defective products to SYNNEX. (b) The Customer shall then be authorised to return the defective products, noting the RA Number and proof of purchase, to SYNNEX or the Authorised Service Centres of SYNNEX.

7 Page SYNNEX will not accept any return or claim under the manufacturer's warranty of a defective product if it does not comply with the above procedures. No defective product or claim under the warranty or return of any product will be credited to the Customer's account unless the Customer has complied with the directions as set out in clause Except when an approval has been obtained from or a separate agreement has been reached with SYNNEX to waive the restocking fee, a re-stocking fee will apply to all goods returned for credit. The credit value of returned goods will be at the current selling price at the time of return less a 15% re-stocking fee calculated based on the original selling value of the returned goods. Contrary, liability & jurisdiction 24. Failure by SYNNEX to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights SYNNEX may have, and shall not be deemed a waiver of any subsequent breach of any term or condition. 25. SYNNEX shall not be liable to the Customer or the Customer s servants, agents, or representatives of the Customer for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort, contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributed to the performance of the sales contract and in no event shall any claim be recognised unless the claim is in writing and received by SYNNEX within fourteen (14) days of the date of delivery. In any event, the liability of SYNNEX under any sales contract is limited to the replacement of the goods or the supply of equivalent goods or the repair of the goods. 26. These terms and conditions are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods and services to the Customer and supersede all terms and conditions previously issued by SYNNEX. No sales contract for the supply of goods or provision of services shall exist between SYNNEX and the Customer except upon these terms and conditions unless their exclusion or modification is agreed to in writing by SYNNEX. Any order placed by the Customer is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistencies in the Customer s order. Each order placed by the Customer is subject to acceptance or rejection by SYNNEX and is not binding on SYNNEX prior to SYNNEX s acceptance of it. SYNNEX may refuse to proceed with any sales contract at any time if the Customer s credit is or becomes unsatisfactory to SYNNEX. 27. Any contracts entered into between SYNNEX and the Customer shall subject to jurisdiction of the courts of Victoria. Privacy acknowledgment and consent 28. An individual who signs this dealer application form (including directors, principals, guarantors and prospective guarantors) ( You/Your/I/We/Us ) consents to SYNNEX collecting, holding, using and disclosing your personal information, including credit related personal information, for the purposes set out below and otherwise in accordance with SYNNEX s privacy policy available at You acknowledge that you have read SYNNEX s privacy policy and agree to SYNNEX: 29.1 collecting, holding, using and disclosing your personal information, including credit related personal information ( Credit Information ) including (where relevant): (a) identity particulars; (b) information about your existing consumer or commercial credit accounts and credit providers; (c) information about other credit providers having accessed, or made a request for, information about you in connection with an application for consumer or commercial credit; (d) information about your repayment history, including whether you have made payments when due, and if not, when overdue payments have been made; (e) information about your commercial activities or commercial credit worthiness; (f) that you have applied to be a guarantor for a credit application with SYNNEX and the amount of credit required; (g) whether you have defaulted on a payment (ie. a payment that is at least 60 days overdue and over $150 in value); (h) whether you have paid any amount previously reported as being in default; (i) the opinion of SYNNEX or other credit provider, on reasonable grounds, that you have committed a serious credit infringement; (j) publicly available information about you including about any personal insolvency events or court proceedings; (k) information provided by the following credit reporting bodies, including credit scores, assessments or records: (i) Veda Advantage Information Services and Solutions Limited; (ii) Dun & Bradstreet (Australia) Pty Ltd; (iii) National Credit Insurance (Brokers) Pty Ltd; the contact details of which are stated in SYNNEX s privacy policy, or any other credit reporting body who provides information to SYNNEX; (l) information derived by SYNNEX from information provided to it by you, credit reporting body/bodies referred to above, or SYNNEX s own records including internally generated scores, ratings or other assessments; and/or (m) any other information lawfully obtainable within the Australian credit reporting system or otherwise contemplated by SYNNEX s privacy policy collecting, holding, using or disclosing your personal information, including your Credit Information, for: (a) the purpose of assessing this application for a dealer account ( Application ) including, where applicable, your application to guarantee payments owing under a dealer account; (b) if the Application is successful, the purpose of establishing, administering and extending credit under the dealer account; (c) the purpose of facilitating repayments owed to SYNNEX on behalf of any customer ( the Applicant ), whether by the Applicant or (if applicable) by you in your capacity as guarantor, and assisting the Applicant and/or you in your capacity as guarantor, as applicable, to avoid defaulting on repayment obligations; (d) the purpose of providing you with information about products, services, promotions and events offered by SYNNEX, its related bodies corporate or selected third parties that may be of interest to you (unless you elect not to receive such information by contacting SYNNEX s Privacy Compliance Officer at webmaster@synnex.com.au); and/or (e) any other purposes set out in SYNNEX s privacy policy disclosing your personal information, including your Credit Information to, and collecting your personal information including your Credit Information from (for any purpose set out in paragraph 29.2 of this Privacy Acknowledgement and Consent): (a) other credit providers, including for the purposes of assessing this Application, assisting the Applicant and/or you as guarantor, as applicable, in avoiding any defaults and/or assisting other credit providers in assessing your credit worthiness; (b) the credit reporting body/bodies listed in paragraph 29.1(k) of this Privacy Acknowledgement and Consent including for the purpose of collecting further information about you in order to assess this Application and your credit worthiness; (c) third party service providers to whom SYNNEX outsources administrative and business management functions; (d) SYNNEX s related bodies corporate, business partners, contractors and consultants, insurers and professional advisors including accountants, solicitors and auditors; (e) your professional advisors and service providers, as nominated by you;

8 (f) (g) (h) (i) (j) (k) Page 8 debt collection and recovery service providers; a guarantor or prospective guarantor (if any) of any credit provided by, or for which this Application has been made to, SYNNEX; people or entities considering acquiring an interest in SYNNEX s enterprise or assets; regulatory bodies; any other person or entity authorised by you; and/or any other person or entity set out in SYNNEX s privacy policy You understand that: (a) if you do not agree with, and sign, this Application, SYNNEX may be unable to process this Application or otherwise be limited in the products and/or services it can offer, if any; (b) you may request access to, or correction of, your personal information including Credit Information held by SYNNEX in accordance with SYNNEX s privacy policy; (c) you may make enquiries or complaints about SYNNEX s handling of your personal information including Credit Information in accordance with SYNNEX s privacy policy. 30. You acknowledge that, if this Application is approved, then this Privacy Acknowledgement and Consent will remain in force until the full amount owing to SYNNEX, or related entities of SYNNEX under any dealer account is repaid and all related accounts are closed. We hereby apply to be a customer of SYNNEX AUSTRALIA PTY LTD (SYNNEX). We further confirm that all goods bought are for resale or marketing promotion purpose. The information provided in this application is accurate to the best of our knowledge. All Terms and Conditions contained herein are fully understood and agreed to and we acknowledge that we have read and understood this Privacy Acknowledgement and Consent and SYNNEX s privacy policy available at Pages/Terms/Privacy-Policy/ and that we consent to SYNNEX collecting, holding, using and disclosing personal information including Credit Information about us in the ways, and for the purposes, prescribed in this Privacy Acknowledgement and Consent or otherwise in accordance with SYNNEX s privacy policy. Signed: Date: / / 20 Print Entity Position: ABN / ACN:

9 Page 9 DIRECTORS DEED OF GUARANTEE AND INDEMNITY TO SYNNEX AUSTRALIA PTY LTD (only required for COD or credit account applications) Name of the Customer: ACN / ABN: Name of guarantor(s) Residential address of guarantor: Unless otherwise specified, capitalised words and expressions used in this deed have the meanings given to them in the above terms and conditions. Each Guarantor unconditionally and irrevocably guarantees the punctual performance of all Secured Obligations to SYNNEX. Without limiting anything in this deed, each Guarantor must on demand immediately pay SYNNEX an amount equal to any amount due and payable but has not been paid on its due date by the Customer, even if SYNNEX has not made a demand on the Customer. Each Guarantor also unconditionally and irrevocably indemnifies SYNNEX in full against any loss, damage, expense, fee (including without limitation, legal fees), claim, charge, liability suit, action, penalty, compensation, fine, cost (including the costs of any enforcement actions taken by SYNNEX in relation to the Secured Obligations and Guaranteed Obligations, or either of them) and outgoing (together, Loss) that SYNNEX may at any time suffer or incur directly or indirectly because: (a) the Customer has failed to satisfy any Secured Obligations in accordance with their terms, including without limitation the failure to make a payment by its due date; (b) any agreement between SYNNEX and the Customer is or becomes void, voidable or wholly or partially unenforceable; (c) any money or asset the subject of any Secured Obligation is not or was not ever recoverable by SYNNEX; (d) an Insolvency Event occurs in respect of the Customer or a Guarantor; or (e) SYNNEX has to return any money paid to or received by it and credit against any Secured Obligation. Each Guarantor must on demand immediately pay SYNNEX any amount of such Loss even if a demand has not been made on the Customer. Each Guarantor acknowledges and agrees that their obligations under this deed: (a) are continuing obligations, separate and independent from any other obligations that it may owe to SYNNEX; (b) extend to the present and future balance of all monies arising out of or in connection with the Secured Obligations; (c) remain in force until the Secured Obligations and the Guaranteed Obligations have been fully satisfied; (d) are that of principal debtor and not merely as surety; (e) are not affected by anything which might operate to release, affect or discharge them in any way or discharge the Guarantor from any obligation, including (i) the novation, assignment, rescission, repudiation, termination, replacement, creation or variation of any contract or arrangement between SYNNEX and the Customer or another person; (ii) any increase in any amount payable by the Customer to SYNNEX, including an increase of the amount of any Secured Obligations; (iii) SYNNEX granting any time, waiver, concession or other indulgence to the Customer, the Guarantor or any other person; (iv) SYNNEX delaying or failing to give any person notice of any default, obtain any consent, make a demand on any person, or disclose any information; (v) any laches, other delay, acquiescence, mistake, negligence or other act or omission of SYNNEX; (vi) any change in the ownership or status of the Customer a Guarantor or any other person; (vii) SYNNEX agreeing with any person a different priority, including any postponement of priority, of any security interest or charge; (viii) any Insolvency Event or death in respect of the Customer, a Guarantor or any other person; or (ix) anything else which might at law or in equity have the effect of prejudicing, affecting or discharging the Guarantor s liability under this deed. Each Guarantor must hold any indemnity (together with any security for that indemnity) from the Customer in trust for SYNNEX. To secure the Guarantors present and future obligations, including without limitation its payment obligations, and liabilities to SYNNEX under this deed (Guaranteed Obligations), each Guarantor hereby grants a security interest in all its personal property and charges all its other property, including without limitation all its rights, title and interest in and to any land, by way of a charge to and in favour of SYNNEX (Secured Property), without regard to the kind or location of the Secured Property, or whether the Secured Property is held by the Guarantor as beneficial owner, as trustee of a trust, or jointly with one or more persons. Each Guarantor acknowledges and agrees that the security interest created under this clause attaches to the Secured Property in accordance with the PPSA and confirms that it has not agreed to postpone the time for attachment. The Guarantors are entitle to request SYNNEX to discharge the charge and security interest created under this deed if: (a) the Customer satisfies the Secured Obligations in full; (b) all commitments that might give rise to any Secured Obligations are terminated, and; (c) no payment, conveyance or transfer to SYNNEX in satisfaction of any Secured Obligation is void, set aside or voidable, or potentially void, capable of being set aside, or voidable. Each Guarantor acknowledges and agrees that if they fail to fully satisfy any of their payment obligations to SYNNEX, SYNNEX may (a) enforce its security interest and charge; (b) declare the Guaranteed Obligations immediately due and performable; or (c) declare the Guaranteed Obligations due and performable on demand. Without limiting anything else in this deed, each Guarantor consents to SYNNEX registering the security interests and charges created under this deed with the register established under the PPSA and any other applicable registers, including without limitation the lodgement of one or more caveats or other such notices in respect of any land in and to which the Guarantor has any rights, title and interest. For the purposes of this deed: (a) this deed is governed by and must be construed in accordance with the laws in force in Victoria, Australia, and each Guarantor irrevocably submits to the non-exclusive jurisdiction of the courts Victoria and the Federal Court of Australia and any courts that may hear appeals from these courts about any proceedings in connection with deed, and (ii) Insolvency Event means in relation to a body corporate, a liquidation or winding up or the appointment of a voluntary administrator, receiver, manager or similar insolvency administrator to that body corporate or any substantial part of its assets, or in relation to an individual or partnership, the act of bankruptcy, or entering into a scheme or arrangement with creditors, or the occurrence of any event that has substantially the same effect to any of the above events. By signing below, I/WE acknowledge that I/WE have read and understood the Privacy Acknowledgement and Consent contained in this Application and the

10 Page 10 Company s privacy policy available at and that I/WE consent to the Company collecting, holding, using and disclosing personal information including Credit Information about WE/US in the ways, and for the purposes prescribed in the Privacy Acknowledgement and Consent contained in this Application or otherwise in accordance with the Company s privacy policy. Each Guarantor hereby declares that they understand the nature and effect of this deed and have had the opportunity of obtaining independent legal advice before executing this deed. Name of Guarantor (Please print) Signature of Guarantor Signed sealed and delivered on (date) In the presence of (witness print name) Signature of witness / / / / / / / / / / PLEASE RETURN TO: VIC / SA / TAS: 92 Carroll Road OAKLEIGH SOUTH, VIC 3167 PH: FAX: SYDNEY: 14 Parramatta Road (entrance via Birnie Ave) LIDCOMBE, NSW 2141 PH: FAX: BRISBANE: 57 Luke Street LYTTON, QLD 4178 PH: FAX: PERTH: 13 Vale Street MALAGA, WA 6090 PH: FAX: OR by to: sales@au.synnex-grp.com