INLAND DISTRIBUTORS PTY LTD - TERMS AND CONDITIONS - COMPANY
BETWEEN: INLAND DISTRIBUTORS PTY LTD (ACN 000 637 721) a company duly incorporated in New South Wales having offices at Dubbo in the State of New South Wales (hereinafter called "the Company")
AND: THE CUSTOMER as defined in Clause 1 hereof;
AND: THE GUARANTORS as defined in Clause 1 hereof.
WHEREAS:
A. The Customer has requested that the Company supply goods and/or services to the Customer. ("the Request")
B. The Company has agreed to consider granting the Request BUT ONLY IF the Customer agrees to abide by the terms and conditions more particularly set out below.
NOW THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:
1. Interpretation
(a) The Account means the commercial account as more particularly defined in clause 3 hereof.
(b) The Customer means the Company listed at Item A1 of the New Account Application.
(c) The Customer's Accountant means the person and/or firm listed as the Company's Accountant in the New Account Application AND shall also include any variations thereto as may occur from time to time as are to be notified pursuant to clause 4(b) hereof.
(d) Default Interest Rate means a per annum rate of interest payable under clause 5, more specifically the rate specified in Item 1 of the schedule hereto.
(e) Due Date has the meaning as set out in Item 2 of the schedule hereto.
(f) The Goods means any item delivered by the Company to the Customer or any item the Customer collects from the Company AND which has not been paid for in full as at the time of either delivery or collection as the case may be.
(g) The Guarantors means the directors and company secretary of the Customer including in particular that person or those persons listed in Item B1 of the New Account Application and also any other person listed in Item 3 of the Schedule hereto.
(h) The New Account Application means page one of this agreement which is entitled New Account Application.
(i) The Privacy Act means the Privacy Act 1988.
(j) Statement means the invoice forwarded to the Customer in respect of the Goods that have been supplied to the Customer.
(k) Words importing any one gender, shall include all genders.
(l) Words importing the singular number or plural number shall include the plural number and singular number respectively.
2 The Customer, at the request of the Guarantors, has requested that the Company open an account in the name of the Customer for the supply of goods and/or services ("the Request").
3 In consideration for the Company considering the Request (AND should the Request be approved also in consideration of being granted the Account) the Customer and the Guarantors agree to observe and abide by the terms and conditions as set out in this Agreement.
4 The Customer agrees that if the Customer is granted the Account then:-
(a) it will settle the outstanding balance of the Statement/Invoice by the Due Date;
(b) it will immediately notify the Company of any change in the particulars set out in the New Account Application.
(c) That title to the Goods does not pass to the Customer until payment in full is received by the Company from the Customer and the Customer must:
(i) Separate the Goods (which have not yet been paid for) from any other goods;
(ii) keep separate records in relation to the proceeds of the sale of any of the Goods, bank the proceeds of any such sale into a separate account and immediately remit such funds for the credit of the Company; and
(iii) if any of the Goods (or parts thereof) are used in a manufacturing process or mixed with other materials the Customer must record the value of the portion of the Goods so consumed in relation to each unit of finished product and upon sale of any unit of finished product immediately remit that amount from the proceeds of sale to the Company.
(d) That if the Customer does not pay the Statement/Invoice on the Due Date, then the Company is irrevocably authorised by the Customer to enter the Customer's premises (or any premises under the control of the Customer or as agent of the Customer if the goods are stored at such premises) and use reasonable force to take possession of the Goods without liability for the tort of trespass, negligence or payment of compensation to the Customer or anyone claiming through the Customer whatsoever.
(e) That Risk in the Goods passes to the Customer upon delivery of the Goods to the Customer or collection of the Goods by the Customer's agent or courier as the case may be.
5 The Company may charge interest at the Default Rate on any balance of a Statement which has not been paid by the Due Date. These interest charges are calculated daily on the basis of a 365 day year.
6 At any time and for any reason, the Company may cancel the Customer's Account.
7 The Customer and the Guarantors agree that if the Company considers it relevant to assessing the Customer's application for the Account the Company will be entitled to obtain information from a credit reporting agency in respect of the Customer and/or the Guarantors and the Company is entitled to obtain information from the trade references provided by the Customer.
8 The Customer and the Guarantors agree that the Company will be entitled to receive a credit report containing information about the Customer's credit arrangements from a credit reporting agency if it is relevant to collecting overdue payments AND the Customer expressly authorises the Company to obtain any information from the Customer's Accountant that the Company at its own discretion deems necessary either to assess whether to grant the Account or to assess the Customer's credit worthiness at any time during the operation of this Agreement.
9 The Customer and the Guarantors acknowledge that the information referred to in clauses 7 and 8 hereof may include information about the Customer's and the Guarantors' 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.
10 The Customer and the Guarantors acknowledge that the information referred to in clauses 7 & 8 hereof may be used for the following purposes:
(a) to notify other credit providers of a default by the Customer;
(b) to exchange information with other credit providers as to the status of this credit facility where the Customer is in default with other credit providers; and
(c) to assess the Customer's credit worthiness.
11 The Guarantor unconditionally guarantees to the Company:
(a) the due and punctual payment by the Customer of:
(i) all moneys due and payable or from time to time to become due and payable to the Company by the Customer pursuant to or in connection with this agreement; and
(ii) all other moneys which the Customer either alone or jointly with any other person now or from time to time or from time to time is or becomes actually liable to pay to the Company pursuant to or in connection with this agreement; and
(b) the due and punctual observance and performance by the Customer of all its other liabilities, obligations and agreements to the Company pursuant to or in connection with this agreement.
12 If the Customer defaults in the due and punctual payment of the moneys referred to in clause 11(a), or any part of them, the Guarantor will pay those moneys to the Company or as directed by the Company, immediately on demand.
13 If the Customer defaults or fails in the due and punctual observance and performance of any of its liabilities, obligations and agreements referred to in clause 11(b), the Guarantor will indemnify the Company immediately against all losses, damages, costs and expenses which may be incurred, suffered or sustained by the Company by reason of the default or failure on the part of the Customer and will pay to the
14 Company immediately on demand the amount of the losses, damages, costs and expenses which the Company may incur, suffer or sustain as a result of the default or failure, whenever and as often as the default or failure occurs.
15 The Guarantor's guarantee is continuing and is irrevocable until discharged pursuant to the terms of the guarantee.
16 The Customer and Guarantor, if applicable, acknowledge that they have read these Terms and Conditions and have agreed to adhere to them.
17 Any term or condition under this agreement on the part or in favour of two or more persons is deemed to bind them or be in favour of them jointly and each of them severally, and if the Customer or the Guarantor comprises more than one person the Company may at any time and from time to time proceed against any and all of them in respect of their obligations as the Company may choose in its absolute discretion. The Company is not obliged to make any claim against all the persons comprising the Customer or the Guarantor.
18 The Customer acknowledges that the Company collects personal information about its customers. The Company uses this information for internal billing and marketing purposes such as sending promotional material to the Customer and providing it third parties such as the Company's suppliers for external marketing purposes.
The Customer may:
(a) withdraw its consent to the Company providing its personal information to the Company's suppliers at any time;
(b) withdraw from any direct marketing conducted by the Company; and/or
(c) by request see any personal information held by the Company about the Customer
19 The Customer acknowledges by withdrawing its consent to the Company using its personal information as set out in clauses 18(a) and 18(b) the Company may cancel the Account in accordance with clause 6.
20 The Customer agrees to do all such acts and execute all such documents as are necessary to give effect to the intent of this Agreement, in particular they agree to execute any additional consent forms or authorisations that may be required to allow the Company to obtain the information which they are allowed to collect pursuant to clauses 7 and 8 hereof.
21 The Customer agrees that they will be liable for all costs associated with the enforcement of the terms and conditions of this Agreement and any enforcement costs (including commissions, outgoings and any other fees and charges) that the Company may incur in collecting any amount owing to the Company by the Customer pursuant to this Agreement.
22 Until such time as the Guarantors execute this Agreement, the execution of this Agreement by the Customer is evidence of the acceptance of the terms and conditions of this Agreement by such of the Guarantors that are directors of the Customer.
23 This agreement is governed by the laws of New South Wales.
23 PPSA
(a) In this Agreement PPSA means the PERSONAL PROPERTY SECURITIES ACT 2009.
(b) The Customer acknowledges and agrees that these terms and conditions constitute a security agreement and give rise to a security interest for the purposes of the PPSA. The security interest secures all moneys owing by the Customer to the Company under these terms and conditions or o therwise.
(c) The Customer hereby grants, and the Company may register on the Per sonal Property Security Register, a Security Interest in the Goods and all other present or after acquired property of the Customer.
(d) The Customer waives all rights to receive a copy of any Financing Statement or any Financing Charge Statement registered b y the Company in respect of the Security Interest created by these terms and conditions.
(e) The Customer irrevocably appoints the Company and each director of the Company as its attorney to sign any instrument on the Customer’s behalf and do any act in the Customer’s name which is required to register a Security Interest to secure payment of any moneys owing to the Company by the Customer or is otherwise reasonably necessary to give effect to the intent of this Agreement.
(f) The Customer shall not allow any person or entity to register a Security Interest or Financing Statement over any Goods supplied by the Company to the Customer without the prior written consent of the Company and will immediately notify the Company if the Customer becomes awa re of any person or entity taking steps to register a Security Interest or Financing Statement in relation to the Goods.
(g) The Customer irrevocably grants to the Company the right to enter onto the Customer’s property or premises, without notice, a nd without being in any way liable to the Customer or to any third party, if the Company has cause to exercise any of the Company’s rights under the PPSA , and the Customer indemnifies the Company from any claims made by a third party as a result of its exercise of such rights.
(h) The Customer must indemnity and upon demand, reimburse the Company for all expenses arising from the registration, maintenance , enforcement or discharge of a security interest.
IN WITNESS WHEREOF the parties hereto have executed this agreement on the date referred to in Item 4 of the Schedule hereto
INLAND DISTRIBUTORS PTY LTD - TERMS AND CONDITIONS - OTHER
BETWEEN: INLAND DISTRIBUTORS PTY LTD (ACN 000 637 721) a company duly incorporated in New South Wales having offices at Dubbo in the State of New South Wales (hereinafter called "the
AND: THE APPLICANT as defined in Clause 1 hereof;
AND: THE CUSTOMER as defined in Clause 1 hereof;
AND: THE GUARANTOR (if any) as defined in Clause 1 hereof.
NOW THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:
WHEREAS:
A. The Applicant, on behalf of the Customer and as authorised by the Customer, has requested that the Company supply goods and/or services to the Customer. ("the Request")
B. The Company has agreed to consider granting the request BUT ONLY IF the Applicant and the Customer agree to abide by the terms and conditions more particularly set out below.
NOW THIS AGREEMENT WITNESSES AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:
1. Interpretation
(a) The Account means the commercial account as more particularly defined in clause 3 hereof.
(b) The Applicant means the party listed as the Applicant in Item A1 of the New Account Application.
(c) The Customer means the Applicant AND also any person or persons listed at Item a1 of the New Account Application.
(d) The Customer's Accountant means the person and/or firm listed as the Applicant's Accountant in the New Account Application AND shall also include any variations thereto as may occur from time to time as are to be notified pursuant to clause 5(b) hereof.
(e) Default Interest Rate means a per annum rate of interest payable under clause 6, more specifically the rate specified in Item 1 of the schedule hereto.
(f) Due Date has the meaning as set out in Item 2 of the schedule hereto.
(g) The Goods means any item delivered by the Company to the Customer or any item the Customer collects from the Company AND which has not been paid for in full as at the time of either delivery or collection as the case may be.
(h) The Guarantor means that person or those persons listed in Item B1 and Iten 3 of the Schedule hereto (if any).
(i) The New Account Application means page one of this Agreement which is entitled New Account Application.
(j) The Privacy Act means the Privacy Act 1988.
(k) Statement means the invoice provided to the Customer in respect of the Account which shall state the amount owing to the Company in respect of the Goods or Services that have been supplied by the Company.
(l) Words importing any one gender, shall include all genders.
(m) Words importing the singular number or plural number shall include the plural number and singular number respectively.
2. The Applicant, by their completion or execution of the New Account Application warrants that they have the authority to act on behalf of the Customer and to bind the Customer.
3. The Applicant on behalf of the Customer and as authorised by the Customer has requested that the Company open an account in the name of the Customer for the supply of goods and/or services (ie the Request).
4. In consideration for the Company considering the Request (AND should the Request be approved also in consideration of being granted the Account) the Customer agrees to observe and abide by the terms and conditions as set out in this Agreement.
5. The Customer agrees that if they are granted the Account then:-
(a) they will pay in full the amount as per each Statement by the Due Date (as defined in the Schedule) ;
(b) they will immediately notify the Company of any change in the particulars set out in the New Account Application.
(c) That title to the Goods does not pass to the Customer until payment in full is received by the Company from the Customer and the Customer must:
(iv) Separate the Goods (which have not yet been paid for) from any other goods;
(v) keep separate records in relation to the proceeds of the sale of any of the Goods, bank the proceeds of any such sale into a separate account and immediately remit such funds for the credit of the Company; and
(vi) if any of the Goods (or parts thereof) are used in a manufacturing process or mixed with other materials the Customer must record the value of the portion of the Goods so consumed in relation to each unit of finished product and upon sale of any unit of finished product immediately remit that amount from the proceeds of sale to the Company.
(d) That if the Customer does not pay the Statement on the Due Date, then the Company is irrevocably authorised by the Customer to enter the Customer's premises (or any premises under the control of the Customer or as agent of the Customer if the goods are stored at such premises) and use reasonable force to take possession of the Goods without liability for the tort of trespass, negligence or payment of compensation to the Customer or anyone claiming through the Customer whatsoever.
(e) That Risk in the Goods passes to the Customer upon delivery of the Goods to the Customer or collection of the Goods by the Customer's agent or courier as the case may be.
6. The Company may charge interest at the Default Rate on any balance of a Statement which has not been paid by the Due Date. These interest charges are calculated daily on the basis of a 365 day year.
7. At any time and for any reason, the Company may cancel the Account.
8. The Customer agrees that if the Company considers it relevant to assessing the Customer's application for an account the Company will be entitled to obtain information from a credit reporting agency or the trade references provided by the Customer.
9. The Customer agrees that the Company will be entitled to receive a credit report containing information about the Customer's credit arrangements from a credit reporting agency if it is relevant to collecting overdue payments AND the Customer expressly authorises the Company to obtain any information from the Customer's Accountant that the Company at its own discretion deems necessary either to assess whether to grant the Account or to assess the Customer's credit worthiness at any time during the operation of this Agreement.
10. The Customer acknowledges that the information referred to in clauses 8 and 9 hereof may include information about the Customer'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.
11. The Customer acknowledges that the information referred to in clauses 8 and 9 hereof may be used for the following purposes:
(a) to notify other credit providers of a default by the Customer;
INLAND DISTRIBUTORS PTY LTD - TERMS AND CONDITIONS – OTHER
a. to exchange information with other credit providers as to the status of this credit facility where the Customer is in default with other credit providers; and
b. to assess the Customer's credit worthiness.
12 The Guarantor unconditionally guarantees to the Company:
(c) the due and punctual payment by the Customer of:
(i) all moneys due and payable or from time to time to become due and payable to the Company by the Customer pursuant to or in connection with this agreement; and
(ii) all other moneys which the Customer either alone or jointly with any other person now or from time to time or from time to time is or becomes actually liable to pay to the Company pursuant to or in connection with this agreement; and
(d) the due and punctual observance and performance by the Customer of all its other liabilities, obligations and agreements to the Company pursuant to or in connection with this agreement.
13 If the Customer defaults in the due and punctual payment of the moneys referred to in clause 12(c), or any part of them, the Guarantor will pay those moneys to the Company or as directed by the Company, immediately on demand.
14 If the Customer defaults or fails in the due and punctual observance and performance of any of its liabilities, obligations and agreements referred to in clause 12(d), the Guarantor will indemnify the Company immediately against all losses, damages, costs and expenses which may be incurred, suffered or sustained by the Company by reason of the default or failure on the part of the Customer and will pay to the Company immediately on demand the amount of the losses, damages, costs and expenses which the Company may incur, suffer or sustain as a result of the default or failure, whenever and as often as the default or failure occurs.
15 The Guarantor's guarantee is continuing and is irrevocable until discharged pursuant to the terms of the guarantee.
16 The Customer and Guarantor, if applicable, acknowledge that they have read these Terms and Conditions and has agreed to adhere to them.
17 Any term or condition under this agreement on the part or in favour of two or more persons is deemed to bind them or be in favour of them jointly and each of them severally, and if the Customer or the Guarantor comprises more than one person the Company may at any time and from time to time proceed against any and all of them in respect of their obligations as the Company may choose in its absolute discretion. The Company is not obliged to make any claim against all the persons comprising the Customer or the Guarantor.
18 The Customer acknowledges that the Company collects personal information about its customers. The Company uses this information for internal billing and marketing purposes such as sending promotional material to the Customer and providing it third parties such as the Company's suppliers for external marketing purposes.
19 The Customer may:
a. withdraw its consent to the Company providing its personal information to the Company's suppliers at anytime;
b. withdraw from any direct marketing conducted by the Company; and/or
c. by request see any personal information held by the Company about the Customer
20 The Customer acknowledges by withdrawing its consent to the Company using its personal information as set out in clauses 19(a) and 19(b) the Company may cancel the Customer's account in accordance with clause 7.
21 The Customer agrees to do all such acts and execute all such documents as are necessary to give effect to the intent of this Agreement, in particular they agree to execute any additional consent forms or authorisations that may be required to allow the Company to obtain the information which they are allowed to collect pursuant to clauses 8 and 9 hereof.
22 The Customer agrees that they will be liable for all costs associated with the enforcement of the terms and conditions of this Agreement and any enforcement costs (including commissions, outgoings and any other fees and charges) that the Company may incur in collecting any amount owing to the Company by the Customer pursuant to this Agreement.
23 This agreement is governed by the laws of New South Wales.
24 PPSA
(a) In this Agreement PPSA means the PERSONAL PROPERTY SECURITIES ACT 2009.
(b) The Customer acknowledges and agrees that these terms and conditions constitute a security agreement and give rise to a security interest for the purposes of the PPSA. The security interest secures all moneys owing by the Customer to the Company under these terms and conditions or o therwise.
(c) The Customer hereby grants, and the Company may register on the Personal Property Security Register, a Security Interest in the Goods and all other present or after acquired property of the Customer.
(d) The Customer waives all rights to receive a copy of any Financing Statement or any Financing Charge Statement registered by the Company in respect of the Security Interest created by these terms and conditions.
(e) The Customer irrevocably appoints the Company and each director of the Company as its attorney to sign any instrument on the Customer’s behalf and do any act in the Customer’s name which is required to register a Security Interest to secure payment of any moneys owing to the Com pany by the Customer or is otherwise reasonably necessary to give effect to the intent of this Agreement.
(f) The Customer shall not allow any person or entity to register a Security Interest or Financing Statement over any Goods supplied by the Co mpany to the Customer without the prior written consent of the Company and will immediately notify the Company if the Customer beco mes aware of any person or entity taking steps to register a Security Interest or Financing Statement in relation to the Goods.
(g) The Customer irrevocably grants to the Company the right to enter onto the Customer’s property or premises, without notice, a nd without being in any way liable to the Customer or to any third party, if the Company has cause to exercise any of the Company’s rights under the PPSA , and the Customer indemnifies the Company from any claims made by a third party as a result of its exerc ise of such rights.
(h) The Customer must indemnity and upon demand, reimburse the Company for all expenses arising from the registration, maintenanc e, enforcement or discharge of a security interest.
IN WITNESS WHEREOF the parties hereto have executed this agreement on the date referred to in Item 4 of the Schedule