TERMS AND CONDITIONS

A reference to the ‘Applicant’ or ‘Customer’ means the party applying for credit pursuant to this application.  A reference to the ‘Seller or Company’ means T&C SUPPLIES PTY. LTD., ACN 071 483 595.

 The Applicant applies for credit on the Terms and Conditions set out below:

1. The Applicant warrants that all information given to the Seller is true, accurate and correct in every detail and that if the Seller gives credit to the Applicant, it is given in reliance on the information supplied by the Applicant.
2. The applicant must notify the Seller in writing within seven (7) days of any change taking place which affects the legal entity, structure, ownership, shareholder or management control of the Applicant.  It will be in the sole discretion of the Seller whether the Seller requires a new Credit Application to be made by the Applicant in the event of such a change being notified.
3. The Applicant agrees to pay for the goods and/or services supplied by the Seller to the Applicant (“the Supply”) on 30 day terms.  Interest will be charged on overdue accounts at the rate of 2.5% incl GST per month, from the date it becomes overdue until paid.
4. Responsibility remains with the applicant/customer to inform T & C Supplies Pty Ltd in writing if any contact details are changed.  Interest charged on overdue accounts will remain due and payable even if the applicant/customer did not receive invoice and/or statement notifications due to un-notified change in contacts.
5. The Seller will set a monetary limit on the amount of credit the Seller is willing to grant to the Applicant (“the Credit Limit”).  The Applicant must strictly comply with the Credit Limit.  The Seller at it’s discretion reserves the right to ; (a) refuse the Applicant credit; (b) refuse a request to vary the terms of credit granted (including the Credit Limit); and (c) at any time vary the terms of credit granted (including the Credit Limit) or withdraw any credit granted.  For the sake of clarity, where the Seller has not set a Credit Limit, the Seller may at any time set a Credit Limit for the Applicant without any notification.
6. The Supply is exclusively regulated by the terms and conditions of the Seller’s Credit Application as may be varied from time to time by the Seller.  To avoid doubt, any other terms and conditions, particularly terms and conditions which the Applicant in any way purports to impose on the Supply from time to time, will not apply.  In the event of a conflict between the Seller’s Terms and Conditions and any other terms purportedly imposed by the Applicant, the Seller’s Terms and Conditions will prevail.
7. In the event that the Applicant breaches the Terms and Conditions including (but not limited to) exceeding the Credit Limit, the Seller may, inter alia, refuse to supply goods and/or services to the Applicant irrespective of whether an order has already been accepted by the Seller.  In such a case, the Seller will not be liable for:   (a)  any loss or damage resulting directly or indirectly from such refusal to supply; and/or                (b) any contractual penalty which the Seller may otherwise be liable to pay to the Applicant in the event of a failure to supply.
8. A Default Event occurs if;    (a) in the case of a 30 Day Credit Account any Moneys are unpaid after the Due Date, and/or    (b) the Applicant is unable to pay its debts as they fall due; and/or    (c) the Applicant ceases or suspends conduct of its business or threatens to, and/or   (d) an administrator, liquidator, provisional liquidator, receiver and/or manager or any other form of insolvency administrator or controller is appointed to the Applicant or over all or part of the Applicant’s assets  and/or   (e) the Applicant goes into bankruptcy, dies or commits any act of bankruptcy or, if the Applicant is a partnership, the partnership is dissolved.
9. If a Default Event occurs;   (a) T & C Supplies Pty. Ltd., may at its sole discretion, suspend or terminate the supply of Goods on credit;   (b) all unpaid Moneys become immediately due and payable;    (c) T & C Supplies Pty. Ltd., may exercise its rights to retake possession of any Goods. The Seller will not be liable for any Loss (including Loss arising from negligence) suffered by the Customer as a result of the Seller taking any action under this clause.
10. The Applicant warrants that the persons appearing on this Credit Application as signatories on the Applicant’s behalf, are duly authorised by the Applicant to make this Credit Application on behalf of the Applicant.
11. Where the Applicant is a company, the Applicant warrants that the persons appearing on this Credit Application as signatories on the Applicant’s behalf are duly authorised by the Applicant to make this Credit Application on behalf of the Applicant
12. T & C Supplies may apply payments received from the Applicant firstly to a costs, expenses and disbursements, then to interest and then to the balance of moneys owing.
13. Ownership of the goods supplied on credit to the Applicant remains the property of T & C Supplies PTY LTD until full payment has been made.
14. Any claim by the Applicant that any Goods invoiced by T & C Supplies Pty Ltd have not been delivered to or received by the Applicant, must be sent in writing by the Applicant to T & C Supplies Pty Ltd by the last business day of the month following the month that the Goods were invoiced, failing which the Applicant will be deemed to have received delivery of the Goods.
15. It is the Applicants responsibility to;   (a) inspect Goods delivered immediately upon delivery and to carry out any test that a prudent person would carry out;   (b) to give written notice to T & C Supplies Pty Ltd of any alleged irregularities in quantity or description or any faults or defects in respect of any Goods within 2 working days of delivery. 
16. Customer Orders
    Each Order placed by the Customer is an offer by the Customer to acquire Goods from the Seller upon and subject to our Terms and Conditions.  In the case of customer orders and/or special orders, where a Delivery Date is given, this is given in good faith by the Seller as a fair estimate only but is not guaranteed.  The Seller will not be liable to the Customer for any loss or damage whether directly or indirectly arising out of delay in delivery of Goods.
    Where Goods are supplied in accordance with the Customer’s design and/or formula, the Customer agrees to indemnify the Seller and shall keep the Seller indemnified from any liability, loss, damage, claim or demand suffered by the Customer in respect of     a). a claim or claims that the Goods infringe any patent, copyright, design or rights of a third party;  or    b).  by any other party in relation to the Goods, including (but not limited to ) death, injury, damage to property or things arising out of the use of the Goods.  or c).   the Seller shall not be liable for any error, omission or inaccuracy in the specifications or directions for use provided by or approved by the Customer and shall be under no obligation to check or confirm the accuracy, adequacy or efficacy of the specification provided by the Customer.
17. Cancellation of Orders and Return of Goods
    Subject always to any applicable provisions of the Australian Consumer Law, the customer may only return the Goods to the Company with the prior consent of the Company. The Customer agrees that:   (a) the Customer shall at no time cancel the whole or any part of any Order without the Seller’s prior approval;    (b) the Customer shall not return Goods without the Seller’s prior approval and if the Goods are not in brand new and unused condition with undamaged packaging and if three weeks or more have passed since the earliest delivery date;   (c) the Seller may otherwise elect to take back Goods in saleable condition on such terms as the Seller considers to be reasonable;   (d) the Seller has the right to exercise a restocking fee or 20% of the gross invoice value of all returns (and non-collection of special orders)  A non-stocked items which is a special order cannot be cancelled and payment must be made;   (e) notwithstanding any other provisions of these Terms and Conditions, the Customer shall not return Goods without first providing to the Seller an original invoice as proof of purchase;   and (f) notwithstanding any other provisions of these Terms and Conditions, the Customer shall not return any goods which have been made in accordance with the Customer’s design and/or formula.
18. Indemnity
    The Customer indemnifies the Seller and holds the Seller harmless from and against all losses (including all legal costs, and any other associated fees and costs) for which the  Seller incurs as a direct or indirect result of:   (a) recovering any amounts the Customer owes to the Company (including any fees paid to a debt collector, mercantile agent or similar);   (b) any breach of an Agreement by the customer (including any breach of the warranties provided by the Customer);   and (c) any negligent or wilful act of omission by the Customer, the customer’s employees, agents, servants, contractors or others for whom the customer is legally responsible.
    The Seller is not liable to the Applicant for any loss or damage to any person or property or for death or injury caused by any act or omission (including negligent acts or omissions) of the Seller and /or it’s servants and/or agents.
19. Warranty
    No credit or replacement warranty will be given unless and until Products so returned have been verified as being valid for return or are defective and are returned and authorised back into store.  The Seller reserves the right to recover its costs where the returned Products prove not to be valid for return or are not defective. 
    In respect of all warranty claims the Customer will be liable for and pay the cost of any transport, demurrage or other handling charges incurred for the forwarding of returns of the Goods to the Seller/Manufacturer.
    The Customer acknowledges that the Seller shall not be bound by nor responsible for any term, condition, representation or warranty other than the warranty given by the Manufacturer which warranty shall be personal to the Customer and shall not be transferable to any subsequent Customer.
20. Price
    Any price list, goods lists, or other similar documents or catalogues issued by or on behalf of the company, do not constitute an offer by the company to supply Goods appearing in those lists or catalogues or an offer by the Company to supply Goods at the prices set out in those lists or catalogues.  The Company’s price lists and catalogues may be changed by the Company at any time without notice.
21. These Terms and Conditions may be changed by the Seller only if in writing and signed by a Director of the Seller duly authorised by the Seller to do so.
    
    

Guarantee and indemnity (only Companies and Trust)
Where the Applicant is a Company or a Trust, the person (or persons) signing this application on behalf of the Applicant (being the Guarantors), jointly and severally (in the case of more than one person signing this application on behalf of the Applicant), guarantee the payment of all debts and monetary liabilities of the Applicant which may from time to time be owing by the Applicant to the Seller, including interest, (‘the Debt’) and undertake, if the Applicant is late in paying any part of the Debt to pay the full amount of the Debt on demand by the Seller. The Guarantors jointly and severally indemnify the Seller as a separate and principal obligation against any loss suffered or incurred by the Seller in respect of the Debt and must pay to the Seller on demand an amount equal to such loss. Further each of the Guarantors, for the purpose of securing the Debt, charge any interest in all real and personal property owned by a Guarantor, for an amount equal to the Debt and will execute any documents necessary for this purpose. The obligation of the Guarantors under this indemnity are principal and continuing obligations and are not released, discharged or otherwise affected by any variation of the terms upon which products are supplied by the Seller and paid for by the Applicant or any other act, omission, matter or thing whatsoever. The Seller may assign its rights under this application and in particular, this Guarantee and Indemnity provision, without the prior consent of knowledge of the Guarantors. In this event, this Guarantee and Indemnity will remain in full force and effect in relation to indebtedness incurred by the Applicant to the Seller (or its assignee) both before and after the date of that assignment. A reference to Seller in this paragraph includes its assignee or successor.

Privacy Act Authorisation
The Applicant must, where the Applicant is/are natural persons(s), complete the Privacy Act Authorisation set out below. Where the Applicant is a company, the director(s) of the Applicant must complete the Privacy Act authorisation set out below.

Authority to seek credit information
I/We agree that for the purposes of the Privacy Act 1988 (Cth) (as amended) and for the purpose of the Seller assessing the Applicant’s application for credit, the Seller may obtain:
•  Information relating to my/our commercial activities or commercial credit worthiness
•  A credit report; and / or
•  Personal information from any credit reporting agency or any financial institution or credit provider whose name appears in any credit report supplied to the Seller or whose name is given to the Seller by me/us.

Authority to disclose information
I/We agree that the Seller may disclose to, or discuss with, any credit provider, any credit reporting agency, any prospective guarantor and any person or body agreeing or considering whether to agree to be liable for any credit to be made available by the Seller to the Applicant, any information maintained or in possession of the Seller relating to my/our application for or the administration of the credit.

Declaration
I/We authorise the Seller to obtain and use personal information about me/us in accordance with the Privacy Act 1988 (Cth) (as amended) and acknowledge that the authorisations contained in this document will continue to remain in full force and effect until all credit facilities cease to be made available.