I/We hereby apply for a commercial credit account from Yolla Producers Co-operative Society Ltd (Yolla Producers).

I/We warrant that the information provided in support of this application is true, correct, and complete and that the signatory/ies to this application are authorised to sign this application on behalf of the Customer.

I/We acknowledge that Yolla Producers has the right to terminate this agreement and the commercial credit account at any time. Yolla Producers has the right to request updated information at any time and failure to provide the requested information may result in the termination of the commercial credit account.

If there is any change in or variation to the information provided by the Customer in this application to Yolla Producers or in the structure control or ownership of the Customer's business (such as a conversion from a company or a trust), the Customer will notify Yolla Producers in writing. Unless notification of such change or variation is given, the original Customer and those persons who signed this application will remain liable to Yolla Producers as though the good and services supplied by Yolla Producers were supplied to the original customer.

I/we hereby agree to be bound by the Credit Facility Terms and Conditions which are attached to this application and acknowledge and agree that Yolla Producers may change these from time to time by notice in writing and that the amended terms and conditions will apply from the date of their dispatch whether this is by post or other means including posting to the website of Yolla Producers.

I/We acknowledge having read the Credit Facility Terms and Conditions, including the notice and authorities required by the Privacy Act 1988 (as amended).

Commercial credit acknowledgement
I/We declare that the Credit to be provided to me/us by Yolla Producers is to be applied wholly or predominantly for business or investment purposes (or for both purposes).

Important: You should not sign this Declaration unless this Credit Facility is wholly or predominantly for business or investment purposes. By signing this Declaration, you may lose your protection under the Consumer Credit legislation. If you are unsure what you are signing you should seek independent advice.

Terms
1.1 These terms and conditions and any Terms and Conditions for Deferred Payments shall collectively apply (called "Terms and Conditions") if Yolla Producers provides the Customer with a Credit Facility.
1.2 No terms and conditions stated by the Customer in accepting or acknowledging this application or modification to any of the Terms and Conditions shall be binding upon Yolla Producers unless accepted in writing by Yolla Producers.
1.3 Yolla Producers is under no obligation to make Credit Facilities available to the Customer and may cancel the Credit Facility or reduce the credit limit at any time in accordance with this Agreement.
Payment
2.1 Payment for goods must be made to Yolla Producers in cleared funds before goods are delivered unless the Customer has an approved Credit Facility.
2.2 If a Credit Facility has been established, unless otherwise expressly agreed in writing, the Customer must pay Yolla Producers for goods without deduction or set-off within 30 days from the end of the month in which the goods were delivered or by the due date for deferred payments.
Default Event
A Default Event occurs if the Customer fails to pay any monies owing after the date for payment, the Customer exceeds the Credit Limit imposed or the Customer otherwise breached the Terms and Conditions.
Termination
4.1 If a Default Event occurs:
(a) Yolla Producers may terminate the supply of goods and services on credit;
(b) all monies become due and payable;
(c) Yolla Producers may exercise any rights that it has under the relevant agreement; and/or
(d) Yolla Producers may terminate this Credit Facility.
Costs
All costs, expenses and disbursements incurred by Yolla Producers (including debt collection agency fees and legal costs) arising from or incidental to Yolla Producers exercising a right under these Terms and Conditions or from a Default Event are payable by the Customer on demand.
Changes to the Terms and Conditions
Yolla Producers reserves the right to change the Terms and Conditions at any time and the Customer acknowledges and agrees that written notice to the Customer given by ordinary mail is deemed to be sufficient notice of any change and will bind the Customer in respect of any supply of Goods after the date of deemed notification.
Force majeure
Yolla Producers is not obliged to perform any obligation pursuant to these Terms and Conditions to the extent and for the period that, by reason of any fact, circumstance, matter or thing beyond Yolla Producers' control, Yolla Producers is unable to perform, in whole or in part, that obligation.
Law and jurisdiction
The Terms and Conditions are governed by and will be construed in accordance with the laws of Tasmania and the parties consent to the jurisdiction of the Courts of Tasmania.
Severability
If any part of the Terms and Conditions or any related document is or becomes void or unenforceable that part is severed to the extent that it is void or unenforceable only so that all parts which are not void or unenforceable remain in full force and effect and be unaffected by any such severance.
Notice
10.1 In addition to effective service pursuant to any statute, any notice or other communication in writing to the Customer at the address on this application (or such other address authorised by law) will be deemed to have been duly served on and received by the Customer if it is:
(a) delivered, when it is left at the relevant address;
(b) sent by post, 1 day after it is posted;
(c) sent by fax, as soon as Yolla Producers receives from Yolla Producers' fax machine a report of an error free transmission to the Customer's fax number.
10.2 Any notice or communication may be effectively given by Yolla Producers or its solicitors.
GST
11.1 The Customer shall pay all government duties, imposts, GST and other indirect taxes in respect to the goods sold or services provided.
11.2 'GST' means GST within the meaning of the A New System (Goods and Services Tax) Act 1999 as amended from time to time.
11.3 Unless specifically stated otherwise all amounts expressed or described are GST exclusive amounts.
11.4 If any GST is payable by Yolla Producers in respect of the supply of goods or the provision of services to the customer then the amount expressed or described herein ('Original Amount') is to be increased so that Yolla Producers receives an amount ('Increased Amount') which, after subtracting the GST liability of Yolla Producers on that Increased Amount, results in Yolla Producers retaining the Original Amount after payment of that GST liability.
11.5 Yolla Producers will do all things reasonably available to it (including issuing tax invoices) to assist the Customer to claim input credits (if any) in respect of the supply of the goods and services.
Interest

Yolla Producers may charge the Customer interest calculated on a daily basis and compounded monthly on overdue amounts from the due date of payment to the date of actual receipt of payment at an interest rate which is 18% per annum.
Credit card payments
All amounts paid by the Customer under this Agreement by credit card will incur a credit card service charge. Full details of the credit card service charge are set out on the invoice provided to the Customer.
Miscellaneous
14.1 If the Customer is more than one person, each person shall be jointly and severally liable to Yolla Producers. A failure by any party to execute, or to properly execute, or to be bound by, any order or this application shall not relieve any other party of liability under the Credit Facility.
14.2 In any legal proceedings a Certificate signed by Yolla Producers or by its authorised officer or solicitor shall be conclusive evidence of the amount owing by the Customer at the date of such Certificate.
14.3 In this Agreement unless the contrary appears:
(a) the singular includes the plural and vice versa and the masculine shall include the feminine;
(b) all reference to Yolla Producers includes its assigns;
(c) all reference to the Customer includes its executors and administrators.
Warranties
The Customer warrants that it is able to pay its debt as and when they fall due.
Waiver
Yolla Producers' failure to exercise any right or power does not operate as a waiver and does not preclude any further exercise of the right or power.
Statements
Yolla Producers will provide a monthly statement to the Customer if there is an outstanding balance at the end of that month. The Customer must notify Yolla Producers of any dispute in relation to the statement within 7 days of receipt of the statements.
Trustee
If the Customer is a trustee of a trust the Customer warrant that the trust contains a right of indemnity with recourse to the assets of the trust and the trustee will not modify or amend the right of indemnity in the trust deed without Yolla Producers written consent.
Quotations
19.1 Any quotation or estimate or price given by Yolla Producers is not an offer to sell or contract, and no order given to Yolla Producers following a quotation, estimate or price, or otherwise will bind Yolla Producers until it is accepted by Yolla Producers in writing, in its absolute discretion.
19.2 All quotations, estimates and prices are subject to withdrawal or variation by Yolla Producers at any time prior to acceptance of an order by Yolla Producers.
19.3 Yolla Producers will nevertheless endeavour to supply in accordance with prices and conditions of the quotation.
19.4 Prices are subject to the Customer's order being for the whole amount mentioned in the quotation.
Delivery
20.1 Delivery of the goods will take place at Yolla Producers' premises. If the Customer request, and Yolla Producers agrees, the goods may be delivered at a place other than at Yolla Producers' premises and the Customer must then pay all costs and expenses incurred, or to be incurred, in connection with that delivery and the Customer agrees to and must indemnify and hold harmless Yolla Producers from any claim arising from, in connection with, or as a consequence of such delivery.
20.2 The delivery times, if any, made known to the Customer are estimates only and Yolla Producers is not liable for any loss, damage or delay occasioned to the Customer or its customers arising from late delivery or non-delivery.
20.3 In cases where Yolla Producers accepts responsibility for delivery, the Customer will be responsible for immediate examination of the goods after arrival at the destination and in the event of any goods arriving in a damaged condition must report the matter in writing to Yolla Producers. No claim for goods damaged in transit will be entertained unless made within 3 days after arrival at destination. Unless expressly agreed, the responsibility of Yolla Producers ceases on goods being delivered to the transportation company or depot.
20.4 The Customer waives any claim for shortage of any goods delivered if a claim in respect of short delivery has not been lodged with company within 7 days from the date of receipt of the goods by the Customer.
20.5 The cost of any special packing and packing materials used in relation to the goods are at the Customer's expense notwithstanding that such cost may have been omitted from any quotation.
Insurance
Insurance is not included in quotations. In the absence of specific instructions to the contrary, Yolla Producers may insure the goods against transit marine war risk (insofar as cover can be obtained) and the cost of such insurance will be charged to the Customer's account.
Liability
22.1 Except to the extent implied by law, or as set out elsewhere in these terms, Yolla Producers gives no express warranty in relation to goods sold and supplied to the Customer and the Customer acknowledges that it has not relied on any representation or warranty made by or on behalf of Yolla Producers.
22.2 Yolla Producers will notify the Customer of any applicable manufacturer's warranty in relation to the goods, to the extent permitted by law, Yolla Producers' entire responsibility with respect to any warranties for the goods is to pass onto the Customer the benefit of any such manufacturer's warranty.

I/we understand that the information exchanged can include anything about me/our credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act.

In consideration of Yolla Producers at our request (which request we hereby acknowledge) having already supplied or hereafter supplying the Customer with credit in accordance with the terms of this Credit Application.

("the Guarantors") agree to enter into this Deed of Guarantee and Indemnity for ourselves and our respective Executors and Administrators.
1 We do:
1.1 jointly and severally guarantee the due and punctual payment by the Customer to Yolla Producers of all sums due and payable on any account whatsoever as and when they may become payable from time to time (hereinafter collectively called "the sums hereby secured");
1.2 jointly and severally guarantee the due and punctual observance and performance by the Customer of all its other liabilities, obligations and agreements (whether monetary or non-monetary, present or future, actual or contingent) to Yolla Producers pursuant to or in connection with any agreement, security or instrument;
1.3 covenant with Yolla Producers that we will at all times jointly and severally indemnify and keep indemnified Yolla Producers from and against all losses, damages, costs, sums of money, charges and expenses whatsoever which Yolla Producers may suffer or incur by reason of the non-performance or non-observance by the Customer of any covenant, provision or stipulation of the Credit Application or the failure by the Customer to pay Yolla Producers the money hereby secured.
2 Our liability will not be abrogated, prejudiced or affected by:
2.1the granting of a credit facility or any indulgence or other concession to the Customer or to us or to any person liable with the Customer;
2.2 any compounding with the Customer, us or any person liable with the Customer, any compromise, abandonment, waiver, variation, relinquishment or renewal of any securities, documents or title or assets or any of the rights of Yolla Producers or anything done or omitted or neglected to be done by Yolla Producers' exercise of the authorities, powers and discretions vested in it by any dealing or thing which but for this provision might operate to abrogate, prejudice or affect this guarantee and indemnity;
2.3 Yolla Producers obtaining a judgment against the Customer in any Court of competent jurisdiction for payment of the whole or any part of the moneys hereby secured;
2.4 Yolla Producers assenting to any assignment by the Customer for the benefit of creditors or to any deed or scheme of arrangement or deed of composition under the bankruptcy laws;
2.5 any other person or corporation giving a guarantee of the Customer's indebtedness to Yolla Producers;
2.6 failure of either the Customer or us to provide any security which ought to be provided to Yolla Producers;
2.7 we or any of us becoming insolvent or bankrupt subjected to any similar process;
2.8 reason of any security held or taken by Yolla Producers to secure the Customer's or our indebtedness being void, defective or informal;
2.9 any other fact, circumstance or thing whatsoever, but for this provision, could or might operate to abrogate, prejudice, affect or discharge (either in whole or in part) this Guarantee.
3 This guarantee and indemnity is a continuing guarantee and indemnity and shall remain in force until Yolla Producers has received the full amount for which we are liable hereunder.

4 This guarantee and indemnity is a principal obligation and will not be treated as ancillary or collateral with any obligation however created and in particular will be independent of any other security to the intent that the guarantee and indemnity will be enforceable against us without first taking any steps or proceedings against the Customer or any person liable with the Customer and notwithstanding any delays, acts or omissions on the part of Yolla Producers.
5 Yolla Producers may determine from time to time when it shall enforce or refrain from enforcing the guarantee and indemnity.
6 A certificate signed by Yolla Producers or by its authorised officer or solicitor stating the amount of moneys secured and due and payable to Yolla Producers by the Customer shall be conclusive evidence of the Customer's indebtedness to Yolla Producers as at the date of the certificate.
7 In the event of the liquidation of the Customer we will not be entitled to prove in such liquidation or bankruptcy in competition with Yolla Producers. We authorise Yolla Producers to prove for all moneys owing to us by the Customer and not paid and to retain and carry to a suspense account and at the discretion of Yolla Producers to appropriate amounts received in respect thereof until Yolla Producers has received one hundred cents in the dollar in respect of moneys owing to us by the Customer. We waive in favour of Yolla Producers all rights whatsoever against Yolla Producers and the Customer and any other person, estate and other assets so far as necessary to give effect to anything contained in this guarantee and indemnity.
8 This guarantee and indemnity shall not prejudicially affect or be prejudicially affected by any other security or guarantee now or hereafter held by Yolla Producers for any moneys in respect of which this guarantee and indemnity has been given but such other security or guarantee shall be deemed to be collateral herewith. We will not as against Yolla Producers in any way claim the benefit or seek the transfer of any security or any part thereof.
9Our liability hereunder shall extend to all amounts which Yolla Producers has been paid by the Customer but which Yolla Producers is obliged to repay on the ground of preference or otherwise.
10 Yolla Producers shall not take any action to enforce the guarantee and indemnity until the expiration of 7 days from the service of a demand in writing to the guarantors.
11 A demand on us will be effective even if the indebtedness of the Customer may be barred by some statute of limitations and any demand or notice to be given to us under this Guarantee and Indemnity will be deemed to have been given if the demand or notice is in writing and left at or sent by ordinary prepaid letter to our respective addresses shown above and each demand or notice shall be deemed to have been received by us on the day of being left or if posted on the day following the posting.
12 In this Guarantee and Indemnity unless the contrary appears:
12.1 the singular includes the plural and vice versa and the masculine shall include the feminine;
12.2 all reference to Yolla Producers includes its assigns;
12.3 all reference to the "Guarantors" shall include their respective executors and administrators.