TRADING TERMS AND CONDITIONS
- PAYMENT OF INVOICES/ACCOUNTS
TRADING TERMS: ALL ACCOUNTS WILL BE PLACED ON ‘STOP SUPPLY’ WHEN THEY REACH 7 DAYS/14 DAYS/21 DAYS/45 DAYS AND LEGALACTION WILL COMMENCE WITHOUTFURTHER NOTICE;
All accounts must be paid in full within collection day/ 7 days/ 14days/ 30 days from the date of the our invoice, hereafter referred to as “Supplier’s invoice” (“the payment Period”) and where payment in full is not received by the Supplier prior to the expiry of Payment Period then the Applicant shall be liable to pay interest on the amount outstanding as at the expiry of the Payment Period at the rate of 1% per month multiplied by the amount outstanding, compounded monthly, until payment is received by the Supplier. The Supplier is hereby irrevocably authorised to allocate the payment of any outstanding account incurred with the Supplier by the Applicant. All prices quoted shall be exclusive of Goods and Services Tax (“GST”) and GST will be payable on the sale price on payment of invoice. The Supplier reserves the right to change Prices, Specifications, Designs and Colours without prior notice. The current Price List and Trading Terms will supersede all previous Price Lists and Trading Terms and the supplier reserves the right to make changes without prior notice.
- PROPERTY IN AND DELIVERY OF GOODS
(a) All goods supplied by the Supplier to the Applicant shall be at the Applicant’s risk immediately on the delivery to the place as directed by the Applicant or immediately upon collection by the Applicant, including through its contractor or agents.
(b) Notwithstanding that the risk of loss or damage to the Goods passes to the Applicant in accordance with the previous sub- paragraph (a), title, property in and ownership of Goods will NOT pass to the Applicant or any third party until payment in full for the Goods is received by the Supplier.
(c) Until payment in full of the invoiced cost of the Goods is received by the Supplier, the Applicant shall hold the Goods on a fiduciary basis as a bailee and/or trustee on behalf and for the sole benefit Supplier and the Applicant shall (at its own expense) keep the Goods properly and safely stored separately from any other goods and stock of the Applicant and any other third party and in such a way as the Goods shall be readily identified as the Goods of the supplier and the Applicant shall not, subject to sub-clause d(i), pledge, mortgage, charge or part with the Goods or attempt to do so without the prior written consent of the Supplier, with may be withheld in its sole discretion.
(d) Sale by consignment
(i) Notwithstanding that the Property in the Goods is in the possession or control of the Applicant, the Applicant may resell the Goods or any part thereof in the name of the Applicant but only on terms which will not prejudice the Supplier’s ability to claim or obtain the sale proceeds thereof.
(ii) Any amount paid by the buyer of such Goods from time to time to the Applicant (hereinafter referred to as “sale proceeds”) shall be held by the Applicant in trust for the Supplier, banked in a separate bank account relating only to the sale proceeds of the Goods of the supplier under this and/ or other contracts between the Supplier and Applicant and shall be forwarded as soon as possible after receipt to Supplier
(iii) If and when the full amount of the price of Goods has been received by the supplier, any further part of the price received by the Applicant upon any resale by it of the Goods may be retained by the Applicant as its commission for effecting such sale as agent for the Supplier.
(e) An act of default under this document occurs in the event of any of the following (and any of the acts described in sub-paragraph (e) (i) to (iv) below are herein collectively referred to as an “Act of Default”)
(i) the Applicant failing to make payment in full of the invoiced cost of the Goods within 30 days from the date of invoice,
(ii) the Applicant, if required herein, failing to insure the Goods from the date of delivery thereof by the Supplier and to provide evidence of such insurance to the Supplier,
(iii) any claim is made, distress or execution being levied upon the Applicant’s Goods or property,
(iv) the applicant, being a company, becoming unable to pay its debts as they fall due, offering to enter into any scheme of arrangement with its creditors, the passing by the Board of Directors of the Applicant of any resolution to wind up the Applicant, the filing of any petition to wind up the Applicant or the appointment of an administrator or receiver/manager in respect of the Applicant’s affairs, the Applicant, in the case of a natural person, being declared bankrupt,
(v)immediately upon the Applicant committing any Act of Default any right to sell the Goods in which the title to property remains vested in the Supplier shall cease forthwith and the Applicant shall upon the happening of any Act of Default immediately place all the Goods then remaining in its possession or under its control at the disposal of the Supplier and the Supplier is hereby irrevocably authorised by the Applicant to nominate a person to enter the Applicant’s premise during normal business hours for the purposes of repossessing such of the Goods still in the possession or under the control of the Applicant and where necessary to use no more than the Applicant immediately upon committing any Act of Default the Applicant shall be deemed to have irrevocably appointed the Supplier the attorney of Applicant with the authority in the name of Applicant to direct the warehouseman to release any of the Supplier’s Goods in the possession or under the control of the warehouseman whether or not the Payment Period has expired and the Supplier shall be at liberty to resell the Goods after repossession of the same pursuant to this clause.
(f)Until the full amount of the price of the Goods due to the Supplier is received by the Supplier, the Applicant:-
(i) shall maintain and keep full and up to date records of the goods supplied by the Supplier including those Goods on- sold by the Applicant,
(ii) hereby irrevocably authorises the Supplier to enter its premises during normal business hours from time to time to inspect the residue of the Goods remaining unsold by Applicant, the Applicant’s records relating to the Goods and also to inspect the accounts including bank accounts into which the proceeds of sale of that part of the Goods already sold are by this clause required to be deposited pending payment to the Supplier.
- RETURN AND CREDITS
Any Goods purchased by the Applicant from the Supplier may only be returned to the Supplier where notification of the proposed return of the Goods is received within seven (7) days of the date of delivery of the Goods to the Applicant and the Supplier has agreed in writing to accept the return of the Goods and the Goods are returned in good condition at the expense of the Applicant.
- MISCELLANEOUS PROVISIONS
(a)It is expressly agreed that any action, claim, demand, dispute or proceedings arising from or in connection with the sale of goods pursuant to this document or any matter between the parties hereto may be instituted, heard and determined in a court of competent Jurisdiction in the State of Queensland or by the courts of the Commonwealth of Australia nominated in writing by the Supplier and each party irrevocably submits to the exclusive jurisdictions of such courts for the purposes of any such dispute, action, claim, demand or proceedings.
(b)The Applicant hereby irrevocably authorises the Supplier from time to time, in order to assess any application for credit to obtain any information about the Applicant from any credit provider named in this application and to obtain a credit report in respect of the Applicant from any credit agency and to provide any information contained on this credit application form and also details of the performance of the Applicant in compliance with the trading terms and conditions herein to other credit providers and credit agencies.
(c)The Applicant further authorises the Supplier to make sure information is available to other credit providers.
(d)Freight and transport costs from the Supplier’s nominated warehouse and in-transit insurance incurred in respect of the Goods are at the cost and liability of the Applicant and are not included in the invoiced price of the Goods.
(e)The word ‘Goods’ shall be deemed to refer to any goods order, purchase and/or obtained by the Applicant from the Supplier from time to time pursuant to this Agreement.
(f)The Applicant shall be liable for and shall upon demand pay to the Supplier;
(i) any legal costs incurred by the Supplier on an indemnity and/or solicitor/client basis
(ii) any court bailiff costs and services fees incurred by the Supplier
(iii) any fees paid to a debt collector in respect of any action or court proceedings taken by or on behalf of the Supplier for the recovery of any monies due by the Applicant to the Supplier pursuant to this document.
(g)Service of any notice or document pursuant to this Agreement may be effected in any manner prescribed by the Property Law Act as amended (Queensland) or any section or provision in substitution therefore.
(h)The Supplier reserves the right to terminate this Credit Agreement at any time immediately upon service upon the Applicant of written notice of termination without providing any reason therefore.
(i) a reference to a party includes their employees, agents, contractors, principals, assigns and successors;
(j) an obligation to be performed by a party, consisting of more than one person, is to be performed by that party jointly and severally.
(k) The Applicant hereby charges in favour of the Supplier as security with respect to the Applicant’s obligations to the Supplier, all rights title and interests in any property (real and personal) held now by the Applicant alone or jointly with anyone or acquired by the Applicant at any time hereafter. If the Applicant defaults in payment of any amount owed to the Supplier, the Applicant irrevocably authorises the Supplier to charge or lodge a caveat against any dealings with any such property and appoints the Supplier to be the Applicant’s power of attorney for such purposes.
(l) The Applicant acknowledge that unless and until goods supplied by the Supplier are fully paid and received by the Supplier, the Supplier will be registered with the Federal Governments Personal Property Security Register (PPSR) with respect to such goods.
PRIVACY ACT 1988 AUTHORISATION
To enable the Supplier to assess the credit application or to review any existing credit, the Applicant and Guarantors authorise the Suppler to obtain:
- from a credit reporting agency a credit report containing personal information about the Applicant and Guarantors in relation to credit provided by the Supplier(section 18K(1)(a) of the Privacy Act 1988);
- a report from a credit reporting agency containing personal information about the Applicant the Guarantors (section 18K(1)(b) of the Privacy Act 1988); and
3.a report containing information about the Applicant’s and the Guarantors’ commercial activities or commercial credit worthiness from a business which provides information about the commercial credit worthiness of a person or an entity in relation to credit provided by the Supplier (section18L(40 of the Privacy Act 1988).
The Applicant authorises the Supplier to provide certain personal information about the Applicant under section 18E (8) (c) of the Privacy Act 1988. The information which may be given to an agency is covered by section 18E (1) of the Privacy Act 1988 and includes:
- the fact that application for credit has been made;
- the fact that the Supplier is a credit provider to the Applicant;
- payments which become overdue more than 60 days;
- advice that payments are no longer overdue;
- cheques drawn by the Applicant in excess of $100 that have been dishonoured more than once;
- in specified circumstances, that in the opinion of the Supplier the Applicant has committed a serious credit infringement;
- that the credit provided to the Applicant by the Supplier has been discharged.
In accordance with section 18N (1)(b) of the Privacy Act 1988, the Applicant authorises the Supplier to give and obtain from credit providers named in this credit application and credit providers that may be named in a credit report issued by a credit reporting agency information about the Applicants’ credit arrangement. The Applicant acknowledges that the information can include any information about the Applicant’s credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act 1988