a) The placement of an order for Products, acceptance of delivery of Products, or payment for any Products by the Purchaser is deemed to be acceptance of these Terms & Conditions.
b) If the Purchaser cancels or alters any order with the Company, then the Company reserves the right to charge the Purchaser any associated costs.
c) The placement of orders through a dedicated EDI or B2B process (electronic data interface), where orders are transferred by a electronic medium by the Purchaser or its third party members, utilising a global location number (GLN or equivalent) which is submitted to the Company by the Purchaser, is acceptance by the Purchaser as being the placement of an order as stated in Clause 1.a).

a) Ownership of the Products remains with the Company until the Purchaser has paid all indebtedness on an all monies basis to the Company on any account whatsoever.

b) The Purchaser agrees that it is in possession of the Products solely as a bailee for the Company until all payments owing to the Company have been made in full on an ongoing basis and until such payment:
i)the Purchaser shall be fully responsible for any loss or damage to the Products whatsoever and howsoever caused following delivery;
ii)the Purchaser shall store the Products separately from its own goods and those of any other party and in a manner which clearly identifies the Products, whether as separate chattels or as components, as the property of the Company; and
iii)the Purchaser shall maintain records of Products owned by the Company identifying them as the Company's property. The Purchaser shall allow the Company to inspect these records and the Products upon request.

c) The Company licenses the Purchaser to install the Products. If the Products are affixed to other materials, the Company’s security interest shall continue in accordance with thePersonal Property Securities Act 2009(Cth)(‘PPSA”).

d) The Purchaser shall be at liberty to sell the Products subject to the condition that until payment has been made to the Company, the Purchaser shall sell as an agent and bailee for the Company.

e) The Company reserves the following rights in relation to the Products until all amounts owed by the Purchaser to the Company are fully paid;
i) to enter the Purchaser’s premises (or the premises of any associated company or agent where the Products are located) without liability for trespass or any resulting damage and retake possession of the Products; and
ii) to keep or resell any of the Products repossessed pursuant to clause 8 e) i).

f) If the Products are sold by the Purchaser, the Purchaser must hold in trust such part of the proceeds of any such sales as represent the invoice price of the Product sold in a separate identifiable account as the beneficiary property of the Company and must pay such amount to the Company upon request. The Company is entitled to maintain an action against the Purchaser for the purchase price of the Product.

g) If payment for the Product is not made by the Purchaser by the due date specified by the Company to the Purchaser, then the Purchaser shall return the Products to the Company on demand. If the Purchaser does not return the Product to the Company within 48 hours of receipt of the demand, the Company shall be entitled to enter the premises at any time to do all things necessary to recover the Product. The Purchaser shall be liable for all costs associated with the exercise by the Company of its rights under this clause and all such costs shall be repayable on demand.

h) The Purchaser agrees and acknowledges that all stock to hand at the Purchaser’s address and or nominated third party address is classified as being unpaid stock held to the value of the indebtedness to the Company. All Products identified by the Company’s brands and product numbers are noted as unpaid stock and title remains with the Company.

For the purpose of securing payment to the Company of all monies owing by the Purchaser to the Company, the Purchaser hereby;

a) charges in favour of the Company all of the Purchaser’s interest in any real property currently owned or later acquired by the purchaser and consents to the Company registering a caveat in respect of such charge;

b) authorises and consents to the Company taking all actions necessary to give effect to this security;

c) the Purchaser hereby irrevocably appoints the Company and any person nominated by the Company severally the attorney of the Purchaser with power to execute, sign and deliver any document required in connection with the registration of such charge or caveat.

a) The granting of credit to a Purchaser shall be at the absolute discretion (including the right of the Company to forthwith revoke credit without notice) of the Company and unless otherwise demanded by the Company the Purchaser shall make payment of all amounts payable by the last business day of the month following the month in which the Products are charged. Payments shall be made by electronic funds transfer (EFT) or made paid directly into the Company’s bank account. In the event that the Company owes money to the Purchaser, the Company is entitled to contra the payment to be made to the Purchaser against the debt owed to the Company by the Purchaser.

b) The Purchaser shall not be entitled to withhold payment of any account by reason of any account query, dispute or set off, unless otherwise agreed by the Company.

c) If the Purchaser fails to make payment in accordance with clause 10.(a) and or 10.(b) the Company shall be entitled to;
i) require the payment prior to the time of any further Products being supplied;
ii) claim from the Purchaser all costs, expenses and charges incurred including, but not limited to, any mercantile agent’s costs, legal costs and disbursements on a solicitor-client full indemnity basis;
iii) cease any further deliveries to the Purchaser and terminate any agreement in relation to Products that have not been delivered to the Purchaser;
iv) preclude, withdraw and or cancel the Purchaser from participating in special deals, discounts, bonus payments, redemptions, rebates and all other incentive programs until its accounts are no longer overdue;
v) demand the reimbursement of any special deals, discounts, bonus payments, redemptions, rebates and all other incentive programs that the Company did not obtain a positive benefit from the advanced disbursement.
vi)require the Purchaser to provide to the Company a copy of the latest audited financial statement and or other financial details upon request by the Company; and
vii) at the discretion of the Company, charge an account keeping fee at the rate of two per centum (2%) per month on a cumulative basis calculated on a day to day basis on any monies due but unpaid to the Company. Such amounts will be computed from the due date for payment. The parties agree that such amounts are not a penalty but are a true measure of damages incurred by the Company.

d) Payments received from the Purchaser will be credited first against any account keeping fees and all such fees shall be payable on demand.

e) The Company at its discretion,  may set-off monies that are owing by the Company to the Purchaser under any other agreement, against any monies that the Purchaser owes to the Company under these Terms and Conditions or any other agreement.
f) Payment of any amount by the Purchaser must be treated as being received in the following order:
i) First, in relation to obligations that are not secured under thePersonal Properties Securities Act 2009(PPSA), in the order in which those obligations were incurred;
ii) Second, in relation to obligations that are secured, but not by purchase money security interests, in the order in which those obligations were incurred; and
iii) Third, in relation to obligations that are secured by purchase money security interests, in the order in which those obligations were incurred.

a) The Purchaser will be in default if;
i) the Purchaser breaches these terms and condition or any other agreement with the Company for the supply of Products;
ii) payment for the Products has not been received by the Company by the due date of payment;
iii) the Purchaser, being an individual, commits an act of bankruptcy or becomes insolvent;
iv) the Purchaser being a body corporate ceases to carry on its business or becomes insolvent or an order is made, or a resolution passed for its winding up, whether voluntary or otherwise  or if a receiver, receiver and manager, or administrator is appointed to the whole, or any part of its assets or;
v) the Company determines the Purchaser’s credit worthiness or its credit standing alters adversely.

b) If the Purchaser defaults, the Company may;
i) treat the agreement with the Purchaser as repudiated and sue for breach of contract or other remedies available to the Company;
ii) refuse to supply any Products to the Purchaser;
iii) claim the return of any Products in the Purchaser’s possession where title has not passed to a consumer;
iv) without notice to the Purchaser withdraw or vary any credit the Company may have provided to the Purchaser; or
v) without notice to the Purchaser, make all monies owing to the Company on any account immediately due & payable.

Service of any notices may be effected by forwarding same by pre-paid post which will be deemed to have been received two days after postage, or facsimile which will be deemed to be received on successful transmission, to the last known address and facsimile of the parties.

A certificate signed by a Director, Secretary, Financial Controller or Credit Manager of the Company shall be prima facie evidence of the amount of the indebtedness of the Purchaser to the Company at that time.

a) With the exception of the warranty contained in these Terms & Conditions, the Company will not be liable for any loss or damage whatsoever which is suffered or incurred (including but not limited to indirect or consequential loss) suffered or sustained by the Purchaser in connection with these Terms & Conditions or the sale and supply of the Products, except for any liability which cannot be excluded by law. The Purchaser shall indemnify the Company against any liability for any loss or damage whatsoever which is suffered or incurred (including but not limited to indirect or consequential loss) suffered or sustained by the Company or any third party resulting from or relating to any act or omission of, or any representation made by, the Purchaser or a servant or agent of the Purchaser. The provisions stated will survive the termination of these Terms and Conditions by either party, by any means, or for any reason.

b) To the extent permitted by law all terms, guarantees, conditions, warranties and representations, expressed or implied, by statute or otherwise, are hereby expressly excluded.

c) To the extent permitted by law, the Company shall not be liable to the Purchaser for any injury, harm, loss, damage, costs, expense or other claim including economic loss or loss of profits however arising from the supply of the Products or arising from any breach, default or negligence of the Company in connection with the supply of the Products.

d) If the Purchaser is entitled to the benefit of any implied terms which cannot be excluded, the Company’s liability shall be limited, at its option, in the case of a supply of Products to:
i) the replacement of the Product or the supply of an equivalent or similar Product;
ii) the payment of the costs of replacing the Products or acquiring the relevant Products;
iii)   the payment of the costs of having the Products repaired;
iv)   the repair of the Products;
v)    in the case of services, the resupply of the services; or
vi)   the payment of the cost of having the services performed again.

(a) The Purchaser agrees that:
i) each order accepted by the Company, being an order accepted under these Terms & Conditions, creates a registrable security interest under the PPSA in any Products supplied under it;
(ii) the Purchaser acknowledges the right of the Company to register a financing statement under the PPSA with respect to the security interest created by these Terms & Conditions;
(iii)if the Company registers a security interest under the PPSA, the Company may exercise any or all remedies afforded to the Company as a secured party under it without prejudice to any other rights or remedies arising out of a breach by the Purchaer of any agreement with the Company; and
(iv) the Products are collateral for the purposes of the PPSA. 

(b) The Purchaser waives any right the Purchaser has under the PPSA to receive notice in relation to registration events.

(c) The Purchaser and the Company agree that neither will disclose information of the kind specified in Section 275 (1) of the PPSA. 

(d) At the election of the Company to be exercised at any time in its absolute discretion, any section of the PPSA specified in Section 115 will not apply to the extent permitted by Section 115. 

Failure of the Company to insist upon strict performance of any of these Terms & Conditions or the delay in exercising any of the Company's rights under these Terms & Conditions will not constitute a waiver of these Terms & Conditions or the Company's rights.

Statement to Individuals pursuant to the Privacy Act 1988

a) The Company adheres to the National Privacy Principles in respect of any personal information collected from an individual before 12 March 2014 and to the Australian Privacy Principles in respect of any personal information collected from an individual on or after 12 March 2014.

b) The contact details of the Company can be found on its website.

c) The personal information requested in this form is required to assess your credit application and on-going credit worthiness to maintain an account.

d) Personal information supplied may be disclosed in the course of assessing your application and or on going credit to a credit reporting agency, trade credit insurer, or to the Registrar of the Personal Property Securities Register in the course of registering a financing statement in the Personal Property Securities Register and if the application exceeds a certain amount of credit, to the parent of the Company.

e) You are entitled upon request to have access to the personal information held by the Company.

f) If the personal information is not provided by you, then your application for credit may not be considered.

g) By providing the personal information requested, you hereby consent to the collection, use, disclosure and transfer of such personal information in accordance with this Statement and by the Privacy Act 1988.