1. Entire Agreement
These terms and conditions apply to the supply of all Goods (Goods) by us.
2. Trading Accounts
2.1 – 30 days end of month
Full payment must be received by us no later than 30 days from date of statement. 30 Day end of month accounts are opened on a trial basis and shall revert to payment on delivery if payment is not received according to our terms and conditions. A statement will be issued at the end of month.
2.2 – 30 days from invoice date
Full payment must be received by us no later than 30 days from date of Invoice. Accounts are opened on a trial basis and shall revert to Payment On Delivery, if payment is not received according to our terms and conditions. A statement will be issued at the end of month.
2.3 – 7 day accounts
Full payment must be received by us no later than 7 days from date of invoice or at month-end as applicable. If
payment is not received we reserve the right to stop supply until payment is received. 7 Day accounts are opened on a trial basis and shall revert to Payment on Delivery, if payment is not received according to our terms and conditions. A statement will be issued at the end of month.
2.4 – Payment Before Delivery accounts
Full payment of the invoice must be received by us prior to Goods being delivered to the Applicant. Full payment must be received within 48 hours prior delivery. If payment is not so received, we reserve the right to consider that the order is no longer required and reserve the right to cancel the order without notice.
2.5 – Payment on Delivery accounts
Full payment of the invoice must be handed to the Driver prior to Goods being handed over to the Applicant. If full payment is not made at delivery the Driver will return all Goods to us for re-delivery on another arranged day.
2.6 – Charge Through accounts
The Applicant agrees to pay any invoices that are not paid by the Charge Through provider. Charge Through accounts are opened on a trial basis and shall revert to Payment on Delivery if payment is not received according to our terms and conditions.
3.1 – Time shall not be of the essence for the delivery of Goods by us to the Applicant.
3.2 – Any claim by the Applicant that any Goods delivered by us are defective, damaged or in any way unmerchantable, or do not match or are not in accordance the Goods ordered with, must be delivered in writing to us within three (3) days of the delivery of the Goods. If written notice of any claim is not received by us within three (3) days of delivery of Goods, no claim by the Applicant shall be accepted by us.
4. Title and Risk
4.1 – Risk in any Goods supplied by us passes to the Applicant on delivery.
4.2 – Title to any Goods supplied by us shall not pass from us to the Applicant until all monies owing by the Applicant to us have been paid. Any sale of the Goods by the Applicant to any third party will be made by the Applicant as agent for us and the proceeds will be held in trust for us as our property.
4.3 – Until legal and equitable title to the Goods passes to the Applicant, the Applicant:
(i) – Holds the Goods as bailee of us;
(ii) – Must properly store, protect and insure the Goods. Storage must be in a manner that clearly shows that the Goods are our property;
(iii) – Must not sell, assign, charge or otherwise encumber or grant and right or interest in the Goods;
(vi) – Must immediately advise us of any breach by the Applicant of this clause.
(v) – Must not tamper with or modify any part of the Goods; and
5. Personal Property Securities Act 2009 (Cth) (PPSA)
5.1 – The Applicant:
(i) – hereby grants to us a Security Interest, as defined in the Personal Property Securities Act 2009 (Cth) (PPSA) in the Goods and in the proceeds of sale in respect of the Goods;
(ii) – agrees that if any Goods become part of a product or mass, the Security Interest continues in the product or mass in accordance with Part 3.4 of the PPSA;
(iii) – agrees that the Security Interest secures all or part of the purchase price of the Goods;
(iv) – agrees that the Security Interest arising under any retention of title is a ‘purchase money security interest’ (PMSI) to the extent it can be under section 14 of the PPSA;
(v) – agrees that we may register our Security Interest as a PMSI on the Personal Property Securities Register;
(vi) – agrees to do all things and execute all documents reasonably required by us to ensure that we acquire a Perfected Security Interest in the Goods under the PPSA;
(vii) – agrees to waive its right to receive notice under section 130(1) or section 135(1) of the PPSA and to object under section137 of the PPSA;
(viii) – agrees that it will indemnify us for any cost we incur in registering, maintaining, discharging and/or enforcing the Security Interest created by this Agreement; and
(ix) – agrees that it will immediately notify us of any change to it that would require a Financing Change Statement (as defined in the PPSA) to be lodged.
(x) – agrees that it will not enter into any agreement or arrangement which permits any other person to register any Security Interest in respect of the Goods, the proceeds of sale of the Goods, or any amounts owed in respect of the Goods without our prior written consent.
5.2 – We and the Applicant agree that neither will disclose to any “interested persons” (as defined in section 275(9) of the
PPS Act) or any other person, any information of the kind described in section 275(1) of the PPS Act.
5.3 – The Applicant acknowledges, agrees and undertakes to:
(i) – not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing
statement pursuant to section 178 of the PPSA in respect of the Goods without our prior written consent;
(ii) – give us not less than 14 day’s written notice of any proposed change in the Applicant’s name and/or any other changes in the Applicant’s details (including but not limited to, a change of postal or business address, facsimile number, email address, trading name or business practice);
(iii) – waive any rights that the Applicant may have had under section 115 of the PPSA upon enforcement;
(iv) – waive the right to receive the Verification Statement in respect of any Financing Statement or Financing Interest Statement relating to the Security Interest, pursuant to section 157 of the PPSA, unless otherwise agreed in writing by us; and
(v) – release and hold harmless us from any liability whatsoever in the event of any dispute between us and the Applicant as to whether any interest registered on the PPSR constitutes a valid Security Interest.
6.1 – For the purposes of this Agreement, an event of default means, but is not limited to:
(i) – A failure by the Applicant to comply with any of its obligations under this Agreement, including but not limited to, paying any
amounts due and payable under this Agreement;
(ii) – The Applicant ceasing trading;
(iii) – A receiver, manager, external controller, administrator or liquidator being appointed to the Applicant or Guarantor or any of their property;
(iv) – A bankruptcy trustee being appointed to the Applicant or Guarantor; and
(v) – An order or resolution is made that the Applicant or Guarantor be wound-up.
6.2 – If an event of default occurs, we will be entitled, at our discretion, to terminate this Agreement immediately. We also reserve the right to cancel credit facilities and make immediate demand for all monies outstanding.