TERMS OF COMMERCIAL CREDIT APPLICATION

Please Read Carefully
Due to the restrictions of the Privacy Act 1988, this section must be signed by the Directors/Proprietors/Individuals
I/WE HEREBY AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS IN RELATION TO THE ACCOMMODATION OF CREDIT BY The Rabbit Hole Organic Tea Bar
Upon the approval of this application for credit and supply of goods, the Applicant hereby agrees with the Company:-

1. To pay for all goods and services sold within the trading terms specified by the Company

2 That the Company may in the event the conditions in Clause 1 are not complied with or the Applicant otherwise fail to comply with its obligations to the Company in any respect:-
2.1 place customer on stop credit and no further orders will be made until the account is finalised;
2.2 revoke the credit accommodation and require any further transactions by the applicant to be on a COD basis:
2.3 require all amounts owing to the Company for any reason whatsoever become immediately due and payable without deduction or demand;
2.4 cancel any discounted rates and recalculate the outstanding charges;
2.5 charge an account service fee of 9.0 per cent per month;

3. That the Applicant agrees to pay any costs, commissions, and legal expenses whatsoever arising from the collection of any overdue monies. Such interest, costs and commissions and legal expenses may be recovered as a liquidated debt;

4 If the Applicant is a company the Company may, at its discretion, require that the Directors must give a guarantee and indemnity in the form required by the Company. The Company reserves the right to require a guarantee and indemnity to be given by any person in any other circumstances;

5 The Applicant, and where the Applicant is unincorporated each proprietor of the Applicant, hereby charges with payment of the moneys and compliance with all obligations owed by the Applicant to the Company all beneficial interests (freehold and leasehold) in real property held now or in the future by the Applicant or proprietor. The applicant, and where applicable, each proprietor agrees that if demand is made up it, him or her by the company, the Applicant or, if applicable, that proprietor will immediately execute a mortgage in registerable form or a consent or caveat, as required by the Company to secure the interest of the Company pursuant to this equitable mortgage. If he, she or it fails to do so within a reasonable time of being so requested, the Applicant or, if applicable, that proprietor irrevocably and by way of security appoints any credit manager or solicitor engaged by the Company to be its, his or her true and lawful attorney to execute and register such instruments;

6 That all sales of goods made by the Company to or for the Applicant only upon the terms contained in the Company's Standard Terms and Conditions of Trade. Until altered Conditions of Trade are notified to the Applicant in writing the Applicant agrees that the current Conditions of Trade shall continue to apply;

7 That the Company may from time to time alter its Standard Terms of Credit and such altered conditions or terms shall apply in respect of all transactions taking place after notification to the Applicant of such altered terms of payment;

8 That the Company may at any time and without the need to provide a reason to the Applicant refuse to extend any further credit to the Applicant and that its approval of the Application does not require the Company to extend to the Applicant any particular amount of credit. The Company may refuse an initial application of credit, but may proceed if the Company is able to obtain insurance against a default by the Applicant and the Applicant pays to theCompany the amount of any premium of that insurance;

9 That ownership of any goods sold by the Company to the Applicant shall remain with the Company which reserves the right to re-enter the Applicant's premises and recover the goods, and/or dispose of the goods until payment has been received in full. If the Applicant sells the goods prior to payment of the Company then the Applicant will hold that portion of the sale price as is owed to the Company on trust for the Company;

10 The Company may at any time set-off amounts owed by the Company to the Applicant from the amounts owed by the Applicant to the Company;

11 No claims levied against the Company in relation to loss or damage will be considered unless all amounts owing by the Applicant to the Company have been paid in full;

12 The Company shall have a lien on the goods and any related documents of the Applicant in the possession of the Company for all sums payable by the Applicant to the Company and for that purpose shall have the right to sell the goods to the Applicant and all related documents in the possession of the Company, by public auction or privately without notice to the Applicant;

13 That where there is more than one Applicant each applicant shall be jointly and severally liable under the terms of this Application:

14 The Applicant agrees to notify the Company of any change in ownership or address within 7 days. That notwithstanding any change in the Applicant's ownership/trading structure or any advice by it to the Company of such change, the Applicant will remain personally liable for any goods requested by it or on its behalf until it has received written confirmation from the Company that its account has been closed and full payment received and a new account has been opened in the name of the new entity;

15 That the Company may require that the Applicant enter into further security documentation as a condition of granting a credit facility to the Applicant. If there is an inconsistency between the provisions of those security documents and these Terms and Conditions then the provisions of the security documents will prevail;

16 That in accordance with Section 18K(91)(b) of the Privacy Act 1988, if the Company considers it relevant to assessing my/our application for commercial credit, I/We consent to the Company obtaining from a credit reporting agency a credit report containing personal credit information about me/us in relation to commercial credit provided by the company. In accordance with Section 18K(1)(h) of the Privacy Act 1988, if the Company considers it relevant to collecting overdue payments in respect of commercial credit provided to me/us, I/We agree to the Company receiving from a credit reporting agency a credit report containing personal information about me/us in relation to collecting overdue payments. Under Section 18E(8)(c) of the Privacy Act 1988, the Company, is allowed to give a credit reporting agency personal information about your credit application, information which may be given to an agency is covered by Section 18E(1) of the Act and includes; identity particulars (as permitted by the Privacy Commissioner's determination issued under Section 18E(3)); the fact that you have applied for credit and the amount, the fact that the Company, is a credit provider to you, payments which become overdue more that sixty (60) days and for which collection action has been commenced; advice that payments are no longer overdue; Cheques drawn by you which have been dishonoured more than once; in specific circumstances, that in the opinion of the Company, you have committed a serious credit infringement; that credit provided to you by the Company has been paid or otherwise discharged;

17 That failure by the Company to insist upon compliance with any provisions of these terms does not constitute a waiver of that provision and the Company shall be entitled to insist upon compliance with all provisions of these terms at any time;

18 If any provision or part of a provision of these Terms and Conditions is found to be invalid or unenforceable then that provision or part of a provision shall be severed and the remaining provisions shall continue to be binding and have full force and effect on the Company and the Applicant.

19 The law applicable to these Terms and Conditions is the law of the State from where the Company invoice is issued to the Applicant.

20 Clerical errors are subject to correction without notification.

 

GUARANTEE AND INDEMNITY

A. The Guarantors acknowledge that below company ('the Contractor") has, at the request of the Guarantors, submitted an application to be supplied credit by the Company.
B. The Guarantors acknowledge and agree that this Guarantee and Indemnity shall apply to the provision of credit, to the Contractor by any branch of the Company, and that the Guarantee and Indemnity hereby granted is enforceable by any branch of the Company which has supplied credit to the Contractor.

 

OPERATIVE PART

1 The Guarantors:-
1.1 guarantee punctual payment to the Company of all amounts which the Contractor does now or may at any time in the future owe to the Company;
1.2 guarantee punctual and correct compliance with all obligations (including payment obligations) which the Contractor owes now or may in the future owe to the Company;
1.3 indemnify the Company against any loss it may suffer if the Company does not meet any of its obligations;

2 This Guarantee and Indemnity creates a principal obligation from the Guarantor to the Company and it is in addition to any security which the Company holds from the Contractor. This Guarantee and Indemnity may be enforced without the Company having to take steps against the Contractor or its security.

3 This Guarantee and Indemnity is not affected and is still enforceable;
3.1 if any amount owing to the Company by the Contractor is not recoverable from the Company for any reason at all;
3.2 if the Company does not comply with any law or any agreement with the Contractor;
3.3 if the Company grants any time, release or other concession to the Contractor or the Guarantors or any one or more of the Guarantors;
3.4 if any or more of the Guarantors or any other party does not execute this Guarantee and Indemnity;
3.5 in the event of death, incapacity, administration, bankruptcy or insolvency of the Contractor or of any of the Guarantors;
3.6 if a payment by the Contractor or by any Guarantor to the Company is set aside in bankruptcy, litigation or official management of the Contractor or of any Guarantor;
3.7 if a Guarantor ceases to be director of or be involved with the Company or the status or structure of the Contractor changes at all;3.8 if any other thing occurs which could otherwise limit the effect of the Guarantee and Indemnity.

4 This Guarantee and Indemnity is a continuing guarantee and indemnity and is not wholly or partially discharged until all credit arrangements between the Company and the Contractor are ended, all amounts owing to the Company by the Contractor are paid, and all obligations of the Contractor to the Company are complied with in full.

5 Where there are two or more Guarantors their obligations are joint and several and none of them shall be discharged from their obligations under this Guarantee and Indemnity if:
5.1 This Guarantee and Indemnity is not enforceable against one of them or the liability of one of them ceases;
5.2 any Guarantor dies; or
5.3 if one of them is unable to perform his or her other obligations under this Guarantee and Indemnity.

6 The Guarantor agree to waive all rights inconsistent with the terms of this Guarantee and Indemnity.

7 Each Guarantor hereby charges with payment of the moneys and the compliance with all obligations secured by this Guarantee and Indemnity all beneficial interests (freehold and leasehold) in real property held now or in the future by a Guarantor. Each Guarantor agrees that if demand is made upon him or her or it by the Company, that Guarantor will immediately execute a mortgage or other instrument of security, or consent to a caveat, as required by the Company and against the event that he, she or it fails to do so within a reasonable time from being so requested, that Guarantor hereby irrevocably and by way of security appoints any credit manager or solicitor engaged by the Company to be his or her other true and lawful attorney to execute and register such instrument.

8 Each Guarantor agrees that the Company may seek from a credit reporting agency, a credit report containing personal information about them to assess whether to accept them as guarantors for credit applied for or provided to the Company. The Guarantors agree that if the Company approves the Contractor's application for credit, this Deed remains
in force until the credit facility covered by the Contractor's application ceases.

9 If the Contractor is a trustee of a trust, the Guarantors warrant that the Contractor has full authority as trustee to enter into agreements for the supply to it of goods or services, of both, on credit.

10 If a notice or a demand is given to one of the Guarantors it will mean it has been given to all of them.

11 'Company' and 'Contractor' includes their respective successors and assigns.
'Guarantors' includes the heirs, executors, administrators and assignees of each Guarantor.

IN WITNESS this Deed has been signed on the date set out below: