Our COVID-19 Response
Stramit Corporation Pty Limited (ABN 57 005 010 195)
Effective Date: 16 September 2019
By submitting an application for a Credit Account and/or ordering Goods from Us, You agree that the following Terms and Conditions of Sale (“Conditions”) will apply to the supply.
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions:
(a) Anti-Corruption Law means any law prohibiting or relating to bribery, corruption, kickbacks, secret commissions or money laundering, including without limitation, the Foreign Corrupt Practices Act 1977(US), the Bribery Act 2010 (UK), the Criminal Code Act 1995 (Cth) and any anti-corruption regulations and provisions applicable in the European Union or in any other locations in which We or any member of the We carry on business;
(b) Australian Consumer Law means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
(c) Australian Standards means the applicable codes and guidelines published from time to time by Standards Australia
(d) Consumer Contract has the meaning given to that term in the Australian Consumer Law;
(e) Contract means the contract for the sale and/or supply of Goods between You and Us that is constituted by these Conditions and any application for a Credit Account;
(f) Credit Account means the commercial credit account You have with Us under the Contract;
(g) Due Date means the date You must pay for the Goods as specified on Our invoices;
(h) Force Majeure Event means any event outside a party’s reasonable control which may affect the parties’ obligations under the Contract, including acts of Gods, war, terrorism, fire, flood, storm, earthquake, hurricane, cyclone, riot, power failure, industrial action, defaults of manufacturers or suppliers, the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay labour disputes, theft, criminal actions or any other similar events;
(i) Goods means all goods, merchandise and/or services requested by You in any Order and/or supplied by Us to You under a Contract from time to time;
(j) GST and related terms have the meanings given to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
(k) Insolvency Event means any action which places an entity or individual under external management in respect of its assets or where an entity or individual makes an assignment, agreement or arrangement in respect of its assets for the beneﬁt of its creditors, including but not limited to the appointment of a liquidator, receiver, manager, administrator or trustee;
(l) Order means a request by You to Us for the supply of Goods;
(m) PPSA means the Personal Property Securities Act 2009 (Cth);
(n) Price List means the price list issued by Us from time to time in the particular State or Territory in which an Order is placed;
(o) Quotation means the verbal or written estimate given by Us for the cost to supply specified Goods, and includes a Price List issued by Us from time to time;
(p) Small Business Contract has the meaning given to that term in the Australian Consumer Law;
(q) Special Building Products means the Goods, materials and/or products which are purchased, produced or supplied by Us in accordance with a particular design, drawing or specification that is requested by You;
(r) “We”, “Us” or “Our” means Stramit Corporation Pty Limited (ABN 57 005 010 195) and any subsidiaries, associated, related and parent companies or businesses, successors or assigns, including the businesses trading as ‘Stramit Building Products’, ‘Integrated Steel Solutions’, ‘Eziform Sheetmetal’ and ‘Taurean Door Systems’.
(s) You or Your means any individual, company, organisation or any other entity stated in the Contract to whom or to which We supply or offer to supply Goods under these Conditions, including any person, entity or agent acting on their behalf.
1.2 Headings are for convenience only and do not form part of these Conditions.
1.3 Reference to any legislation includes a modification, revision, amendment, re-enactment of, legislation enacted in substitution for, regulation, order-in-council or any other instrument from time to time issued, enacted or made under that legislation.
1.4 Reference to the singular includes the plural and the plural includes the singular.
1.5 The words include and including are not terms of limitation.
1.6 Terms and expressions used in these Conditions that are deﬁned in the Australian Consumer Law, the GST Act or the PPSA have the same meanings respectively given to those terms and expressions in those Acts.
2. GENERAL MATTERS
2.1 The Contract constitutes the entire agreement for the sale and/or supply of Goods between the parties. All prior representations, trade custom or previous dealings between the parties are excluded and are not applicable in the interpretation of the Contract. In the event of any inconsistency with any other document including any Quotation, Order or other document You provide us, the terms of the Contract take priority and prevail.
2.2 By placing an Order, or accepting delivery of Goods pursuant to any Order, You are deemed to have read, understood and accepted these Conditions as binding on You.
2.3 You agree to comply with the Anti-Corruption Law and must not commit any act or omission which causes or would cause You or Us to breach or commit an offence under any Anti-Corruption Law.
2.4 We have no obligation to agree to provide or continue to provide any credit facilities to You. You are not entitled to any credit facilities until You receive notice from Us to that effect and We may at any time by notice to You reduce, vary or terminate any such credit facilities at Our discretion. Any credit limit that may apply from time to time in respect of credit facilities is for administrative convenience and solely for the benefit of Us and such credit limit does not constitute a term of these Conditions nor of any Deed of Guarantee, Indemnity and Charge in respect of Your obligations.
3. ORDERING AND SUPPLY OF GOODS
3.1 You may purchase Goods by placing an Order with Us verbally or in writing. An Order constitutes an offer by You to purchase Goods from Us pursuant to these Conditions.
3.2 We may accept or decline, in whole or in part, any Order by notifying You in writing or by delivering to You the Goods the subject of Your Order. The parties acknowledge and agree that acceptance of an Order gives rise to a Contract under these Conditions.
3.3 You may not withdraw, cancel or revoke an Order after acceptance without Our written consent.
3.4 No Quotation will constitute an offer to supply Goods to You. Any Quotation expires on the date stated or otherwise 30 days after the date the Quotation is issued. We reserve the right to vary or withdraw any Quotation before an Order is accepted.
3.5 You must obtain Our written consent if You wish to resell any Goods online.
4. PRICES, GST AND OTHER EXPENSES
4.1 Unless otherwise agreed in writing between the parties, the price payable for Goods is the price specified in Our invoice plus any duties, fees, taxes (including GST), delivery charges and levies charged or imposed by the Contract.
4.2 Unless otherwise expressly stated, all amounts payable by You for Goods are exclusive of GST.
4.3 If GST is imposed on any supply of Goods made in accordance with a Contract, You must pay to Us an additional amount equal to the GST payable on or for that taxable supply of Goods. Payment of any GST must be made at the same time as payment for the Goods.
5. PAYMENT AND CREDIT
5.1 Unless otherwise agreed between the parties, payment for Goods is to be made by You on or before the Due Date.
5.2 The parties acknowledge and agree that Our acceptance of an application for a Credit Account gives rise to a Contract under these Conditions.
5.3 You authorise Us to open a Credit Account in Your name listed on the application for a Credit Account and to debit the price of the Goods supplied to You and all other amounts owed by You to Us (including fees and interest payable under a Contract).
5.4 Any Credit Account granted by Us must only be used by You and cannot be assigned, transferred or made available for use by any other entity or person (including by a subsequent purchaser of You) without Our prior written consent.
5.5 If You are in default of any payment, We are entitled to:
(a) charge You a reasonable surcharge for processing payments made by credit card, at an amount advised by Us from time to time;
(b) charge You interest on all overdue accounts at a rate which is four (4) percent higher than the cash rate last published by the Reserve Bank of Australia as at the Due Date, calculated and payable daily and compounded from the due date until the invoice is paid in full. The parties agree that such interest charge is not a penalty;
(c) require the payment of Goods prior to delivery of any further Goods;
(d) demand that all of Our invoices issued to You but not yet due and all overdue invoices are immediately due and payable;
(e) charge You a reasonable fee where any payment is dishonoured or returned by Your financial provider (or where We are otherwise unable to process any payment from Your financial provider) at an amount advised by Us from time to time;
(f) preclude You from participating in any special deals, discounts, bonus payments, redemptions, rebates and all other incentive programs until Your account is no longer overdue.
5.6 You agree to indemnify Us for:
(a) all reasonable legal costs and other expenses which are incurred by Us or are likely to be incurred by Us as a result of any breach, act or omission by You arising either directly or indirectly from or in connection with these Conditions including legal fees on a solicitor/client basis in the recovery or attempted recovery of any overdue amount for Goods;
(b) any stamp duty or other government rates, taxes (including GST) or charges levied on or in connection with the Credit Account, any Contract for the supply of Goods and any deed of guarantee, indemnity and charge; and
(c) all costs associated with the registration, maintenance and withdrawal of any Security Interest which secures Your obligations under any part of the Credit Account, Contract and these Conditions.
5.7 The parties acknowledge and agree that:
(a) We may apply any payment received from You towards any debt owed by You to Us;
(b) We may set-off any credit amount that We owe to You against any debt owed by You to Us; and
(c) You may not withhold payment of any money in respect of any set-off or claim You might have against us without Our prior written consent.
6.1 We may make the Goods available for Your collection or deliver the Goods, including delivery by a third-party carrier and delivery by instalments. You will not be entitled to cancel the balance of an Order if We fail to deliver any instalment.
6.2 You authorise Us to deliver the Goods to the place nominated by You and to leave the Goods at such place whether or not any person is present to accept delivery. We are not obliged to obtain a signed receipt, signed delivery docket or other acknowledgement of the Goods from any person at the nominated place for delivery, but if such signature or acknowledgement is obtained from a person reasonably believed by Us to hold authority to sign for or otherwise take delivery of the Goods, then such signed receipt, signed delivery docket or other acknowledgement will be conclusive evidence of Your acceptance of the Goods delivered.
6.3 You must provide a suitable and safe area at the nominated delivery site to unload the Goods and ensure that Our (or Our agents, employees or contractors) use of the nominated delivery site is compliant with relevant work health and safety legislation.
6.4 All delivery times indicated by Us are estimates only and subject to the Goods being available and Our reasonable ability to make the delivery on that date. Failure to deliver within the specified time will not confer a right upon You to cancel or terminate Your Order or refuse to pay for the Goods.
6.5 Delivery of the Goods is deemed to occur when they are handed to You or Your representative, are delivered to the premises or site nominated by You, or are collected from Us by You or Your representative, whichever occurs first. We shall not be liable on any basis whatsoever for loss suffered by You after delivery of the Goods to You.
6.6 You agree to examine the Goods immediately after delivery.
6.7 You must pay and We reserve the right to charge You all costs and fees incurred as a result of:
(a) any delay in delivery of the Goods which is caused by You or the conditions of the nominated delivery site or the nature of the Goods being delivered;
(b) any unexpected labour or additional costs in connection with the delivery; and
(c) any permit or licence or other extraordinary costs of transporting or delivering Goods (including wide or long loads).
6.8 If You do not collect the Goods by the nominated collection date or we are unable to deliver the Goods to You, then We reserve the right to store the Goods or deliver the Goods to any nominated delivery site and charge You all costs of storage or delivery (as applicable) incurred by Us for such storage or delivery.
6.9 If You are collecting the Goods You acknowledge and agree that entry onto Our premises by You or Your agents, employees, contractors or other representatives is at Your/their own risk and We will not be liable for any loss, damage or injury caused by any act or omission whatsoever whilst on Our premises.
6.10 You agree to indemnify and hold Us harmless (or Our agents, employees or contractors) from any and all claims, loss and damage arising out of:
(a) delivery of the Goods (including any loss or damage caused by delivering the Goods to an unattended site and any loss or damage suffered by Us as a result of any property damage or personal injury caused by the delivery and unloading the Goods);
(b) Your or Your agent, employee, contractor or other representative’s attendance at Our premises; and
(c) Your failure to provide a safe, suitable and compliant nominated delivery site in accordance with Clause 3,
except to the extent that We (or Our agents, employees or contractors) have committed an act of negligence, breach of the law or breach of the Contract.
7. RISK, TITLE AND CHARGE
7.1 Unless otherwise agreed by the parties in writing, all risk in the Goods passes to You upon delivery or collection of the Goods.
7.2 Title to any Goods supplied by Us will not pass to You until all amounts owing by You on any account whatsoever have been received by Us.
7.3 Until title in the Goods passes to You, the Goods supplied are held by You for Us as bailee and You must store the Goods separately from Your own Goods and those of any other party in a manner which clearly identifies the Goods as Our property and which ensures the Goods do not become damaged or spoiled.
7.4 You may resell any Goods before title in the Goods passes to You, provided that You:
(a) resell any such Goods to a third party in the ordinary course of business;
(b) act in any such transaction as Our fiduciary agent;
(c) hold the proceeds of sale of any such Goods on trust for Us and in a separate account with separate records; and
(d) account to Us in respect of those proceeds or any other payment made by a third party for any sale of the Goods and allow us to inspect any records of any payments.
7.5 We may repossess any Goods (wherever they are located) if any amount due by You in respect of the Goods remains unpaid after the Due Date or where You suffer an Insolvency Event.
7.6 You irrevocably grant to Us or Our agents or any other nominated representative an unrestricted right and licence without notice to enter any premises occupied by You to identify and repossess any of the Goods without in any way being liable to You or any other third party.
7.7 You must insure the Goods, and keep the Goods insured, at Your own cost and expense at all times to the full extent of the price paid or payable for those Goods, including (but not limited to) between the time that risk in the Goods passes to You and the date that title in the Goods passes to You.
7.8 You must indemnify Us in full for any loss or damage occasioned to the Goods between the time that risk in the Goods passes to You and the time that title in the Goods passes to You.
7.9 To secure payment of all monies owed to Us by You for the sale or supply of Goods, You hereby:
(a) charge all of Your interest in real and personal property (including all property acquired after the date of the Contract) in favour of Us whether or not a demand has been made on You (“Charge”);
(b) authorise and consent to Us taking all actions necessary to give effect to the Charge, including the lodgement of a caveat upon any title of Your real property, whether held in Your own right or as trustee of any trust, or any other security document; and
(c) irrevocably appoint Us and any person nominated by Us severally as Your attorney, with power to execute, sign and deliver (which delivery may be subject to such terms and conditions as the attorney thinks fit) such caveat or other security document to effect the Charge granted under this part.
8. APPLICATION OF THE PPSA
8.1 You acknowledge and agree that:
(a) these Conditions constitute a security agreement for the purposes of the PPSA (“Security Agreement”) and creates a security interest in the Goods supplied by Us from time to time and any proceeds of the sale of the Goods to secure payment for the Goods (“Security Interest”);
(b) each sale or supply of Goods by Us under these Conditions is subject to the Security Agreement for the purposes of the PPSA; and
(c) We may lodge a financing statement on the Personal Property Securities Register (“PPSR”) in respect of the Security Interest in the Goods and the proceeds of the sale of the Goods, including as a purchase money security interest (as that term is defined in the PPSA) (“PMSI”), pursuant to these Conditions.
8.2 You must do all such things, provide all such information and sign all such documents as are necessary and reasonably required to enable Us to acquire a perfected Security Interest in the Goods.
8.3 You must not change Your name, change Your structure, status or partnership, or assign or sell Your business to another party, or initiate any change to any registered documentation, or act in any manner which would impact on our registered Security Interest without Our prior written consent. No such event shall affect Your liability under these Conditions, as You are named in any applications for credit, until a new application for credit made in Your new entity name as restructured or changed is received and approved by Us in writing.
8.4 To the extent permitted by law if the PPSA applies You irrevocably waive Your rights to:
(a) receive notices or statements under sections 95, 118, 121(4), 129, 130, 132(2), 132(4) or 135(2);
(b) redeem any products under section 142;
(c) reinstate any Contract under section 143; or
(d) receive a verification statement as defined in the PPSA.
8.5 If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).
8.6 You agree not to exercise Your rights to make any request of Us under section 275(6) of the PPSA, to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section.
8.7 The parties shall not disclose information of the kind mentioned in section 275(1) of the PPSA, except in the circumstances where:
(a) disclosure is required by sections 275(7)(b) to (e) of the PPSA; and/or
(b) We disclose information of the kind mentioned in section 275(1) of the PPSA to the extent that We are not doing so in response to a request made by an "interested person" (as defined in section 275(9) of the PPSA) pursuant to section 275(1) of the PPSA.
8.8 Notwithstanding Clause 10(a), You shall only authorise the disclosure of information for the purposes of section 275(7)(c) of the PPSA, or request information under section 275(7)(d) of the PPSA, if We approve such disclosure or request for information in writing.
8.9 Nothing in this part will prevent any disclosure of information by Us that We believe is reasonably necessary to comply with any other obligations that We may have under the PPSA.
8.10 If You default in the timely performance of any obligation owed to Us, We may enforce the Security Interest by exercising all or any of Our rights under these Conditions, the general law and the PPSA.
8.11 Nothing in this Clause 8 limits or is limited by any other provision of these Conditions or any other agreement between the parties.
9. BUILDING PRODUCTS AND MANUFACTURE
9.1 No sale under these Conditions constitutes a sale by sample, description or specification. You acknowledge and agree that:
(a) all samples, descriptions, illustrations and any other specification contained in any of Our Price List, product and service guide, catalogue or advertising material are approximate and may vary from the Goods sold, supplied or produced (within Australian Standards);
(b) You are liable for ensuring that the Goods are suitable for Your intended use; and
(c) We are not liable to You for any loss, damage, cost or expense suffered by You as a result of Your reliance upon any such description, illustration, specification or any other characteristic of a sample except to the extent that We have committed an act of negligence, breach of law or breach of a Contract.
9.2 We are not obliged to accept any materials supplied by You for the manufacture of any Special Building Products. If We do accept such materials on Your request then You acknowledge and agree that:
(a) We make no warranty or representation as to the quality, fitness for purpose or suitability of such materials supplied by You; and
(b) We are not liable for any failure, delay, loss or damage caused or in connection with any materials supplied by You or any Special Building Products which are manufactured from materials supplied by You.
9.3 Except where the Contract is a Consumer Contract or a Small Business Contract and to the extent permitted by law, You acknowledge and agree that:
(a) We will not be liable for any lack of fitness for purpose, property damage or personal injury caused by, or any other failure of Special Building Products;
(b) any skill, judgment, advice, recommendation, information or assistance provided by Us in relation to Special Building Products is so provided in good faith and You do not rely on such skill, judgment, advice, recommendation, information or assistance as to the suitability of any particular purpose of Special Building Products; and
(c) You will indemnify Us and hold Us harmless from any liability for any loss or damage caused to or suffered by You or any third party as a result of a Special Building Product.
9.4 We reserve the right to:
(a) charge You, or otherwise recover any cost We incur, for any testing or inspection of Special Building Products or Goods which are manufactured using materials supplied by You;
(b) charge You, or otherwise recover any cost We incur, for Our acquisition and/or use of any tool, equipment, pattern, design, system or any other device of manufacture (“Manufacturing Tools”) required to satisfy, complete or perform an Order made by You; and
(c) hire Manufacturing Tools to You on agreed terms.
9.5 You acknowledge and agree that any charges, costs, payment for charges or costs, or agreement for hire does not vest in You any right of title or intellectual property in the Manufacturing Tools and You may not use the Manufacturing Tools without Our prior written consent.
9.6 You agree to indemnify Us and hold Us harmless against any claim, demand or suit arising out of any loss, damage or personal injury caused to You, Your agents or employees or any other third party, by a Manufacturing Tool provided by Us except to the extent that We have committed an act of negligence, breach of law or breach of the Contract.
10. WARRANTIES AND LIMITATION OF LIABILITY
10.1 If You are a Consumer as that term is defined under the Australian Consumer Law, Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure. The benefits provided to You under this Clause 10 are in addition to other rights and remedies available to You under the law.
10.2 You must notify Us of any claim in writing in accordance with the following terms:
(a) for any Goods that do not correspond with the applicable Order, within two (2) days of delivery or collection of those Goods;
(b) for any Goods which are allegedly defective or damaged, or any services which are allegedly deficient, within two (2) days of delivery/collection of those Goods or performance of the services (as applicable);
(c) for any disputed invoice, within fourteen (14) days of receiving that invoice; and
(d) You must take all steps necessary to mitigate any loss arising as a result of any defect in the Goods provided.
10.3 You acknowledge and agree that any failure by You to make a claim in accordance with the terms in Clause 2, or to mitigate any loss arising as a result of any defect, may result in Your deemed acceptance of the Goods (including any defects) in compliance with these Conditions.
10.4 To the extent permitted by the Australian Consumer Law and any other applicable law, all other conditions, guarantees or warranties (whether implied or otherwise) not set out in this Clause 10 are excluded. Nothing in this Clause 10 is to be interpreted as excluding, restricting or modifying any law or statute applicable to the supply of Goods which cannot be excluded, restricted or modified.
10.5 To the extent permitted by law, Our liability arising from the breach of such conditions, guarantees or warranties will (at Our option) be limited to and completely discharged in the case of Goods, either:
(a) the replacement or cost of replacement of the Goods; or
(b) the supply or cost of supply of equivalent Goods; or
(c) the repair or cost of repair of the Goods.
10.6 Except where the Contract is a Consumer Contract or Small Business Contract, You acknowledge and agree that We are not liable to You for:
(a) any indirect, special, economic or consequential loss, cost, damage or expense;
(b) any other loss of a kind which is reasonably beyond the normal measure suffered by someone in a like situation; and
(c) any loss of revenue, business profits, loss of expected savings, loss of chance or business opportunity, business interruption, loss or reduction of goodwill or damage to reputation or any loss of value or intellectual property.
10.7 Except where the Contract is a Consumer Contract or a Small Business Contract, You agree to indemnify Us for any reasonable loss, cost, damage or expense suffered by Us arising from or in connection with:
(a) any breach of these Conditions and/or the Contract by You;
(b) any negligence committed by You under these Conditions and/or the Contract;
(c) any breach of law by You which is applicable under these Conditions and/or the Contract;
(d) the death or injury to any person or damage to any property arising from the performance by You of Your obligations under any Contract; and
(e) any failure to install the Goods in accordance with their applicable installation instructions and manuals provided with the Goods or to operate the Goods in accordance with their applicable operation instructions and manuals provided with the Goods or in connection with Your negligence or the negligence of any third party, including in relation to the installation or operation of the Goods.
10.8 To the extent permitted by law, We will not be liable to You for:
(a) any loss or damage incurred by you as a result of delay in the performance or non-performance of any of Our obligations under these Conditions which is caused by any Force Majeure Event or otherwise occasioned by any cause whatsoever that is beyond Our reasonable control;
(b) any defects caused by fair wear and tear of Goods; and
(c) any defect caused by Your failure to:
(i) install, assemble, handle and/or use Goods in accordance with relevant Australian Standards and standard building practices;
(ii) follow any instructions which we issue to You on sale or supply of the Goods; or
(iii) any other instructions for the installation, care and maintenance of Goods that We may issue to You or publish from time to time;
(d) any failure of materials supplied by You for the purpose of Special Building Products, or any Special Building Products which are manufactured using materials supplied by You; or
(e) the cost of removing defective Goods (whether installed or otherwise) or the cost of installing replacement Goods.
10.9 You agree to bear all costs and expenses associated with making any claim under the Australian Consumer Law, except where We agree that the Goods do not comply with the statutory guarantees provided in that Act, in which case We will refund Your reasonable cost of returning the Goods to Us.
11. RETURN OF GOODS
11.1 Unless otherwise agreed by Us in writing, We will not accept the return of Goods.
11.2 Where We agree to accept return of any Goods, You must provide Your proof of purchase for the Goods to be returned and We reserve the right to charge You reasonable restocking, disposal or repacking charges which may be incurred by Us as a result of the Goods being returned.
11.3 You acknowledge and agree that the following Goods cannot be returned:
(a) any Goods which are not in original or resaleable condition; or
(b) any Special Building Products, unless faulty. Any manufacturing surcharge for Special Building Products is non-refundable.
12. VARIATION AND DEFAULT
12.1 We may vary a Contract by notice in writing to You. If the Contract is a Consumer Contract or a Small Business Contract, then You may consider the variation and if not acceptable may elect not to proceed with the purchase of Goods ordered before the date of the variation but which are intended to be subject to the variation. If the Contract is not a Consumer Contract or a Small Business Contract, You agree that Goods delivered and services performed and/or ordered after the date of the notice of variation will be subject to the variation and acceptance of the Goods or services or the placing of the order will be deemed to be an acceptance of such varied terms and conditions.
12.2 The Contract (including these Conditions) may not be varied, altered or amended by You unless such variation, alteration or amendment is in writing and signed by or on behalf of Us.
12.3 We reserve the right in Our sole discretion to immediately:
(a) suspend or cancel delivery of Goods or any current Order(s) for the supply of Goods; and/or
(b) suspend or terminate Your Credit Account; and/or
(c) require immediate payment of the balance of any Credit Account, invoices or any other amounts due and payable whether or not the Due Date has expired; and/or
(d) register a default with any credit reporting agency, where applicable; and/or
(e) enforce Our rights under any Security Interest; and/or
(f) suspend or terminate the Contract;
where any of the following occurs:
(g) any amounts payable for Goods remain unpaid after the Due Date; and/or
(h) You exceed the limit of Your Credit Account; and/or
(i) You breach a material term of the Contract; and/or
(j) either of the parties suffer a Force Majeure Event which delays or prevents performance of the whole or any part of the Contract; and/or
(k) You suffer an Insolvency Event; and/or
(l) You allow distress to be levied or a judgment, order or security to be enforced, or to become enforceable against Your property including under the PPSA; and/or
(m) any other circumstances where We are of the reasonable opinion that You are unable to pay Your debts as and when they fall due and payable or You have suffered a material adverse change in Your financial circumstances.
12.4 You are entitled to immediately terminate or suspend the whole or any part of the Contract, or Your Credit Account, where:
(a) the Contract is a Consumer Contract or Small Business Contract; and
(b) We suffer an Insolvency Event and/or suffer a Force Majeure Event which delays or prevents performance of the whole or any part of the Contract and/or We commit a breach of a material term of the Contract.
12.5 You acknowledge and agree that on termination of the Contract We may recover from You the reasonable cost of materials or Goods acquired for the purpose of future Orders, delivery or supply of Goods to You.
13.1 Notices to be given by You to Us may be delivered personally or sent to the National Credit Manager at Our address at [insert] or sent by email to [email address] and unless the contrary is proved the notice will be taken as delivered in the case of mail: on the fourth business day following posting and in the case of email: immediately provided no notification of sending error is received by You.
13.2 Notices to be given by Us to You may be delivered personally or sent by prepaid post to Your last known address or sent by email to Your last known email address and unless the contrary is proved the notice will be taken as delivered, in the case of mail: on the fourth business day following posting and in the case of email: immediately provided no notification of sending error is received by Us. Invoices and statements are deemed to be received by You on the third business day after posting.
14. GOVERNING LAW
14.1 Each Contract will be governed by and construed according to the laws of the State or Territory of the place of delivery of the Goods and the parties submit to the exclusive jurisdiction of the courts of that State or Territory.
15. SEVERANCE, TRANSFER AND WAIVER
15.1 If any part of these Conditions (including any provision, part, paragraph, phrase or word) is illegal, invalid or unenforceable it will be read down so far as necessary to give it a valid and enforceable operation. If that is not possible, it will be severed from these Conditions without affecting the remaining provisions of these Conditions (which will remain in full force and effect).
15.2 Obligations and rights under these Conditions cannot be assigned or transferred to any third party without Our written consent.
15.3 The failure, delay or partial exercise of a party in exercising any right or remedy, or the granting of any indulgence by a party in favour of the other, under these Conditions does not prohibit, affect or constitute a waiver of the parties’ rights and remedies against each other under these Conditions.
16.1 You acknowledge and agree that We may collect personal information and credit information about You and Your directors, officers, partners and the Guarantors (each a “Relevant Party”).
16.5 If We are unable to obtain all Your required personal and credit information, or if You do not provide all of the information that We request, We may reject or delay Your Credit Account application (including any application of a third party such as a guarantor), cease Our commercial relationship with You or choose not to provide You with Goods.
17. ELECTRONIC EXECUTION
17.1 Each party consents and agrees that this agreement may be executed and delivered:
(a) by any and all parties by way of electronic signature; and
(b) by email or other electronic means and this has the same force and affect as delivery of an original document with original signatures.
17.2 If this agreement is executed by any party by way of electronic signature it must be considered an original and each party consents and agrees to be legally bound by this agreement’s terms and conditions. Each party agrees that no certification authority or other third party verification is necessary to validate its electronic signature and that the lack of such certification or third party verification will not in any way affect the enforceability of its electronic signature or any resulting contract between the parties.
17.3 Each party must do all things and execute all documents necessary to give full effect to this agreement.