General Terms and Conditions of Trade
1. Goods
1.1 The Goods (including any incidental supply of services) shall be as
described on any invoices, quotation, work authorisation, or any
other forms which are provided by the Seller (which shall mean
Susan Lee Biggar T/A Timabare Embroidery) to the Client.
2. Price and Payment
2.1 The Price shall be as indicated on invoices provided by the Seller
to the Client in respect of the Goods supplied.
2.2 Time for payment for the Goods shall be of the essence and will be
stated on the invoice, quotation, or any other order forms. If no
time is stated then payment will be due seven (7) days following
the date of the invoice.
2.3 The Price shall be increased by the amount of any GST and other
taxes and duties which may be applicable, except to the extent
that such taxes are expressly included in any quotation given by
the Seller.
3. Default & Consequences of Default
3.1 Interest on overdue invoices shall accrue daily from the date when
payment becomes due, until the date of payment, at a rate of two
and a half percent (2.5%) per calendar month (and at the Seller’s
sole discretion such interest shall compound monthly at such a
rate) after as well as before any judgment.
3.2 If the Client owes the Seller any money the Client shall indemnify
the Seller from and against all costs and disbursements incurred
by the Seller in recovering the debt (including but not limited to
internal administration fees, legal costs on a solicitor and own
client basis, the Seller’s collection agency costs, and bank
dishonour fees).
4. Title
4.1 It is the intention of the Seller and agreed by the Client that:
(a) the ownership of Goods shall not pass until the Client has paid
the Seller all amounts owing to the Seller; and
(b) the Client has met all of its other obligations to the Seller; and
(c) the Client must not sell, dispose, or otherwise part with
possession of the Goods other than in the ordinary course of
business and for market value. If the Client sells, disposes or
parts with possession of the Goods then the Client must hold
the proceeds of any such act on trust for the Seller and must
pay or deliver the proceeds to the Seller on demand.
5. Personal Property Securities Act 2009 (“PPSA”)
5.1 In this clause financing statement, financing change statement,
security agreement, and security interest has the meaning given to
it by the PPSA.
5.2 Upon assenting to these terms and conditions in writing the Client
acknowledges and agrees that these terms and conditions
constitute a security agreement for the purposes of the PPSA and
creates a security interest in all Goods that have previously been
supplied and that will be supplied in the future by the Seller to the
Client.
5.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further
information (such information to be complete, accurate and upto-
date in all respects) which the Seller may reasonably require
to;
(i) register a financing statement or financing change
statement in relation to a security interest on the Personal
Property Securities Register;
(ii) register any other document required to be registered by
the PPSA; or
(iii) correct a defect in a statement referred to in clause
5.3(a)(i) or 5.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Seller for all
expenses incurred in registering a financing statement or
financing change statement on the Personal Property
Securities Register established by the PPSA or releasing any
Goods charged thereby;
(c) not register a financing change statement in respect of a
security interest without the prior written consent of the Seller;
(d) not register, or permit to be registered, a financing statement or
a financing change statement in relation to the Goods in favour
of a third party without the prior written consent of the Seller;
(e) immediately advise the Seller of any material change in its
business practices of selling the Goods which would result in a
change in the nature of proceeds derived from such sales.
5.4 The Seller and the Client agree that sections 96, 115 and 125 of
the PPSA do not apply to the security agreement created by these
terms and conditions.
5.5 The Client waives their rights to receive notices under sections 95,
118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
5.6 The Client waives their rights as a grantor and/or a debtor under
sections 142 and 143 of the PPSA.
5.7 Unless otherwise agreed to in writing by the Seller, the Client
waives their right to receive a verification statement in accordance
with section 157 of the PPSA.
5.8 The Client must unconditionally ratify any actions taken by the
Seller under clauses 5.3 to 5.5.
5.9 Subject to any express provisions to the contrary nothing in these
terms and conditions is intended to have the effect of contracting
out of any of the provisions the PPSA.
6. Privacy Act 1988
6.1 The Client agrees for the Seller to obtain from a credit reporting
agency a credit report containing personal credit information about
the Client in relation to credit provided by the Seller.
6.2 The Client agrees that the Seller may exchange information about
the Client with those credit providers either named as trade
referees by the Client or named in a consumer credit report issued
by a credit reporting agency for the following purposes:
(a) to assess an application by Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the
status of this credit account, where the Client is in default with
other credit providers; and/or
(d) to assess the creditworthiness of Client.
The Client understands that the information exchanged can
include anything about the Client’s creditworthiness, credit
standing, credit history or credit capacity that credit providers are
allowed to exchange under the Privacy Act 1988.
6.3 The Client consents to the Seller being given a consumer credit
report to collect overdue payment on commercial credit (Section
18K(1)(h) Privacy Act 1988).
6.4 The Client agrees that personal credit information provided may be
used and retained by the Seller for the following purposes and for
other purposes as shall be agreed between the Client and Seller or
required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by the Seller, its agents or distributors in
relation to the Goods; and/or
(c) analysing, verifying and/or checking the Client’s credit,
payment and/or status in relation to the provision of Goods;
and/or
(d) processing of any payment instructions, direct debit facilities
and/or credit facilities requested by Client; and/or
(e) enabling the daily operation of Client’s account and/or the
collection of amounts outstanding in the Client’s account in
relation to the Goods.
6.5 The Seller may give information about the Client to a credit
reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Client;
(b) allow the credit reporting agency to create or maintain a credit
information file containing information about the Client.
6.6 The information given to the credit reporting agency may include:
(a) personal particulars (the Client’s name, sex, address, previous
addresses, date of birth, name of employer and driver’s licence
number;
(b) details concerning the Client’s application for credit or
commercial credit and the amount requested;
(c) advice that the Seller is a current credit provider to the Client;
(d) advice of any overdue accounts, loan repayments, and/or any
outstanding monies owing which are overdue by more than
sixty (60) days, and for which debt collection action has been
started;
(e) that the Client’s overdue accounts, loan repayments and/or
any outstanding monies are no longer overdue in respect of
any default that has been listed;
(f) information that, in the opinion of the Seller, the Client has
committed a serious credit infringement (that is, fraudulently or
shown an intention not to comply with the Clients credit
obligations);
(g) advice that cheques drawn by the Client have been
dishonoured more than once;
(h) that credit provided to the Client by the Seller has been paid or
otherwise discharged.
1.1 The Goods (including any incidental supply of services) shall be as
described on any invoices, quotation, work authorisation, or any
other forms which are provided by the Seller (which shall mean
Susan Lee Biggar T/A Timabare Embroidery) to the Client.
2. Price and Payment
2.1 The Price shall be as indicated on invoices provided by the Seller
to the Client in respect of the Goods supplied.
2.2 Time for payment for the Goods shall be of the essence and will be
stated on the invoice, quotation, or any other order forms. If no
time is stated then payment will be due seven (7) days following
the date of the invoice.
2.3 The Price shall be increased by the amount of any GST and other
taxes and duties which may be applicable, except to the extent
that such taxes are expressly included in any quotation given by
the Seller.
3. Default & Consequences of Default
3.1 Interest on overdue invoices shall accrue daily from the date when
payment becomes due, until the date of payment, at a rate of two
and a half percent (2.5%) per calendar month (and at the Seller’s
sole discretion such interest shall compound monthly at such a
rate) after as well as before any judgment.
3.2 If the Client owes the Seller any money the Client shall indemnify
the Seller from and against all costs and disbursements incurred
by the Seller in recovering the debt (including but not limited to
internal administration fees, legal costs on a solicitor and own
client basis, the Seller’s collection agency costs, and bank
dishonour fees).
4. Title
4.1 It is the intention of the Seller and agreed by the Client that:
(a) the ownership of Goods shall not pass until the Client has paid
the Seller all amounts owing to the Seller; and
(b) the Client has met all of its other obligations to the Seller; and
(c) the Client must not sell, dispose, or otherwise part with
possession of the Goods other than in the ordinary course of
business and for market value. If the Client sells, disposes or
parts with possession of the Goods then the Client must hold
the proceeds of any such act on trust for the Seller and must
pay or deliver the proceeds to the Seller on demand.
5. Personal Property Securities Act 2009 (“PPSA”)
5.1 In this clause financing statement, financing change statement,
security agreement, and security interest has the meaning given to
it by the PPSA.
5.2 Upon assenting to these terms and conditions in writing the Client
acknowledges and agrees that these terms and conditions
constitute a security agreement for the purposes of the PPSA and
creates a security interest in all Goods that have previously been
supplied and that will be supplied in the future by the Seller to the
Client.
5.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further
information (such information to be complete, accurate and upto-
date in all respects) which the Seller may reasonably require
to;
(i) register a financing statement or financing change
statement in relation to a security interest on the Personal
Property Securities Register;
(ii) register any other document required to be registered by
the PPSA; or
(iii) correct a defect in a statement referred to in clause
5.3(a)(i) or 5.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Seller for all
expenses incurred in registering a financing statement or
financing change statement on the Personal Property
Securities Register established by the PPSA or releasing any
Goods charged thereby;
(c) not register a financing change statement in respect of a
security interest without the prior written consent of the Seller;
(d) not register, or permit to be registered, a financing statement or
a financing change statement in relation to the Goods in favour
of a third party without the prior written consent of the Seller;
(e) immediately advise the Seller of any material change in its
business practices of selling the Goods which would result in a
change in the nature of proceeds derived from such sales.
5.4 The Seller and the Client agree that sections 96, 115 and 125 of
the PPSA do not apply to the security agreement created by these
terms and conditions.
5.5 The Client waives their rights to receive notices under sections 95,
118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
5.6 The Client waives their rights as a grantor and/or a debtor under
sections 142 and 143 of the PPSA.
5.7 Unless otherwise agreed to in writing by the Seller, the Client
waives their right to receive a verification statement in accordance
with section 157 of the PPSA.
5.8 The Client must unconditionally ratify any actions taken by the
Seller under clauses 5.3 to 5.5.
5.9 Subject to any express provisions to the contrary nothing in these
terms and conditions is intended to have the effect of contracting
out of any of the provisions the PPSA.
6. Privacy Act 1988
6.1 The Client agrees for the Seller to obtain from a credit reporting
agency a credit report containing personal credit information about
the Client in relation to credit provided by the Seller.
6.2 The Client agrees that the Seller may exchange information about
the Client with those credit providers either named as trade
referees by the Client or named in a consumer credit report issued
by a credit reporting agency for the following purposes:
(a) to assess an application by Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the
status of this credit account, where the Client is in default with
other credit providers; and/or
(d) to assess the creditworthiness of Client.
The Client understands that the information exchanged can
include anything about the Client’s creditworthiness, credit
standing, credit history or credit capacity that credit providers are
allowed to exchange under the Privacy Act 1988.
6.3 The Client consents to the Seller being given a consumer credit
report to collect overdue payment on commercial credit (Section
18K(1)(h) Privacy Act 1988).
6.4 The Client agrees that personal credit information provided may be
used and retained by the Seller for the following purposes and for
other purposes as shall be agreed between the Client and Seller or
required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by the Seller, its agents or distributors in
relation to the Goods; and/or
(c) analysing, verifying and/or checking the Client’s credit,
payment and/or status in relation to the provision of Goods;
and/or
(d) processing of any payment instructions, direct debit facilities
and/or credit facilities requested by Client; and/or
(e) enabling the daily operation of Client’s account and/or the
collection of amounts outstanding in the Client’s account in
relation to the Goods.
6.5 The Seller may give information about the Client to a credit
reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Client;
(b) allow the credit reporting agency to create or maintain a credit
information file containing information about the Client.
6.6 The information given to the credit reporting agency may include:
(a) personal particulars (the Client’s name, sex, address, previous
addresses, date of birth, name of employer and driver’s licence
number;
(b) details concerning the Client’s application for credit or
commercial credit and the amount requested;
(c) advice that the Seller is a current credit provider to the Client;
(d) advice of any overdue accounts, loan repayments, and/or any
outstanding monies owing which are overdue by more than
sixty (60) days, and for which debt collection action has been
started;
(e) that the Client’s overdue accounts, loan repayments and/or
any outstanding monies are no longer overdue in respect of
any default that has been listed;
(f) information that, in the opinion of the Seller, the Client has
committed a serious credit infringement (that is, fraudulently or
shown an intention not to comply with the Clients credit
obligations);
(g) advice that cheques drawn by the Client have been
dishonoured more than once;
(h) that credit provided to the Client by the Seller has been paid or
otherwise discharged.
