1.1 In these terms of trade (“Terms of Trade”);
(a) The “Supplier” means Jolly Good Investments Pty Ltd, ABN 31 159 812 932 trading as Signarama Blacktown and includes the Supplier’s agents and permitted assigns.
(b) The “Customer” means the person or entity nominated as the Customer in the Order and includes the Customer’s agents and permitted assigns.
(c) The “Goods” means the goods supplied by the Supplier to the Customer pursuant to these Terms of Trade, including those supplied in the course of providing the Services.
(d) The “Services” means the services supplied by the Supplier to the Customer pursuant to these Terms of Trade.
1.2 These Terms of Trade apply to all transactions between the Customer and the Supplier relating to the provision of Goods and/or Services, and incorporate the terms of all quotations, Customer Details forms, purchase orders, contracts and variations.
1.3 Before providing any goods or services to the Customer (or at any other time that the Supplier may decide), the Customer must complete, date and sign the Supplier’s Customer Details Form and return it to the Supplier. The Customer must notify the Supplier of any changes to their contact details by submitting an updated Customer Details Form to the Supplier, within 7 days of any changes occurring.
2.1 The Supplier may provide the Customer with a quote (“Quote”) containing a description of the Goods and/or Services required to be provided to fulfil the Customer’s Order, an estimate of the Supplier's charges for the performance of the required work and an estimate of the time frame for the performance of the work. Unless otherwise stated, all charges are exclusive of GST. Any Quote issued by the Supplier will be valid for a period of thirty (30) days from the date of issue.
2.2 Unless otherwise expressly agreed in writing, a quote does not include delivery and/or installation of the Goods.
2.3 Quotes are based upon the cost of materials available at the time of preparation of the Quote and assume the timely supply by the Customer of necessary material and instructions to the Supplier, including but not limited to a clear brief, artwork if applicable and all necessary approvals.
2.4 Following provision of a Quote to the Customer, the Supplier is not obliged to commence work until the Quote has been accepted by the Customer in writing (“Order”), and the Customer making any required payment in accordance with clause 7.
2.5 The Supplier reserves the right to revise any Quote before the Order has been completed to take into account any rise or fall in the cost of completing the Order and the Supplier will notify the Customer of such revision as soon as practicable. Upon the Supplier giving the Customer notification of such revision, such revised Quote shall supersede the original Quote and shall apply and be binding on the Customer.
2.6 An indication in a Quote of the time frame for the provision of the Goods and/or Services is an estimate only and is not a fixed time frame. Subject to any obligations under the Australian Consumer Law which cannot be excluded, this estimate is not binding upon the Supplier.
3.1 Every Order by the Customer for the provision of Goods and/or Services must be submitted in writing and these Terms of Trade shall prevail over any terms or conditions which may appear on any document, including but not limited to a purchase order, submitted by the Customer to the Supplier.
3.2 An Order will not be deemed by the Supplier to have been placed by the Customer unless the Order clearly identifies the Goods and/or Services ordered and the reference number of the Supplier's Quote (and expressed to be an order placed in conformity with the terms contained in the Quote). Any costs incurred by the Supplier in reliance on incorrect or inadequate information shall give the Supplier the right to impose an Additional Charge in accordance with clause 8.
3.3 Orders must be signed by an authorised representative of the Customer, clearly identifying that person by name and position, and must specify the requested date of delivery.
3.4 Placement of an Order by the Customer signifies acceptance by the Customer of these Terms of Trade and the most recent Quote, and constitutes agreement by the Customer to be bound by these Terms of Trade.
3.5 The Supplier may at any time in its absolute discretion refuse to provide Goods and/or Services where:
(a) Goods are unavailable for any reason whatsoever;
(b) credit limits cannot be agreed upon or have been exceeded;
(c) payment for Goods and/or Services previously provided to the Customer or any related corporation of the Customer or to any other party who is, in the reasonable opinion of the Supplier, associated with the Customer under the same or another supply contract, has not been received by the Supplier; or
(d) any other reason permitted by law.
3.6 An Order cannot be cancelled by the Customer unless the prior written consent of the Supplier is obtained. Where an Order is cancelled, the Customer indemnifies the Supplier against any losses incurred by the Supplier as a result of the cancellation, including but not limited to loss of profit from orders from other customers foregone as a result of the scheduling of the Order which is subsequently cancelled, expenses and legal costs on an indemnity basis.
3.7 The Customer shall be responsible for assessing whether the installation of any Goods will require approval from the local Council or other competent authority and/or the owner of the premises and shall be solely responsible for obtaining all necessary approvals and producing written evidence of same to the Supplier upon request. The Customer hereby indemnifies the Supplier against any losses incurred by the Supplier as a result of any claim that necessary approvals have not been duly obtained.
4 Production and Process
4.1 The Supplier will, with the exception of a repeat order with no modifications, provide the Customer a proofing sheet to enable the Customer to view and approve the relevant artwork. Production of the Goods will not proceed until the Customer has provided written approval of the proofing sheet.
4.2 The Supplier is not responsible for production errors in circumstances where;
(a) Proofs are not requested by the Customer (except for straight repeats of previous Orders without any requested alterations); or
(b) The work is printed with the Customer's approval; or
(c) Changes are communicated orally.
4.3 The Customer acknowledges that any delay by the Customer in proofing the artwork may result in a delay in production.
5 Functionality and Performance
5.1 The Customer acknowledges that differences in material, equipment and ink may cause variation in colour and, subject to clause 15, such variation will be accepted by the Customer as being within the terms of the Order.
5.2 All information, specifications and samples provided by the Supplier in relation to the Goods and/or Services will be approximations only and, subject to any obligations under the Australian Consumer Law which cannot be excluded, small deviations or slight variations from them which do not substantially affect the Customer's use of the Goods and/or Services will not entitle the Customer either to reject the Goods upon delivery, or to make any claim in respect of them.
6 Requested Variations
6.1 The Customer may request that its Order be varied by providing such a request in writing to the Supplier. A request for a variation must be agreed to in writing by the Supplier in order to have effect.
6.2 If the Customer wishes to vary its requirements, the Supplier shall have the right to impose an Additional Charge in accordance with clause 8. If the Supplier issues a revised Quote, such revised Quote shall supersede the original Quote and shall apply and be binding on the Customer. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to the immediately preceding Quote for the Goods and/or Services.
6.3 The Supplier has an automatic extension of time for the provision of the Goods and/or Services equal to the delay caused by the variation.
7 Invoicing and Payment
7.1 The Supplier may in its absolute discretion, issue an invoice or invoices to the Customer at any one or more of the following times:
(a) prior to commencing the provision of the Goods and/or Services, for the full amount of the Quote and any estimated Additional Charges;
(b) prior to commencing the provision of the Goods and/or Services, for a deposit towards the amount of the Quote and any estimated Additional Charges with the balance due in accordance with the remainder of this clause;
(c) at the end of each week before the Order is completed, the Supplier may issue one or more invoices for a proportion or the whole of the amount of the Quote (the proportion to be calculated at the Supplier's discretion either for work done to that point, work in the future or both) and require that proportion of the Quote be paid in advance of any further Goods and/or Services being provided; or
(d) upon completion of the provision of the Goods and/or Services or any time thereafter, for an amount equal to the Quote or the balance of the Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing the Supplier's charge for the work performed in completing the Order and for any Additional Charges.
7.2 The amount payable in an invoice will be as per the Quote and any Additional Charges.
7.3 The Customer must pay the Supplier within the timeframe specified in the invoice(s) issued to the Customer.
7.4 The Customer acknowledges that the Supplier will incur time and cost in working on the Order from the date the Order is made and is entitled to be paid all amounts due as per any invoice(s) being issued, notwithstanding that the Customer may not yet have received the Goods and/or Services the subject of the Order.
7.5 If any invoice is due but unpaid, the Supplier may withhold the provision of any further Goods and/or Services until overdue amounts are paid in full.
7.6 The Supplier may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to the Supplier.
7.7 The Customer is not entitled to retain any money owing to the Supplier notwithstanding any default or alleged default by the Supplier of these Terms of Trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate standard or a delay in the provision of Goods and/or Services.
7.8 The Supplier shall have the right to charge interest on all amounts outstanding from the Customer to the Supplier from time to time at the rate of 10% per annum calculated daily.
7.9 The Supplier shall have the right to recover all costs and expenses associated with collecting amounts outstanding from the Customer, including but not limited to internal costs and expenses of the Supplier and legal costs on an indemnity basis, with such amounts to be paid by the Customer as a debt due and payable under these Terms of Trade.
7.10 The Customer and the Supplier agree to comply with their obligations in relation to Goods and Services Tax ("GST") under the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST. Any prices quoted by the Supplier shall be “plus GST” unless otherwise specified.
8 Additional Charges
8.1 The Supplier shall have the right to impose an additional charge (“Additional Charge”) in circumstances where:
(a) It is necessary for the Supplier to get artwork redrawn because it is not in a suitable file format or sufficient resolution to complete the required work;
(b) It is necessary for the Supplier to source images for clients, incurring a third party licence or access fee, to complete the required work;
(c) The Supplier incurs additional time or cost in providing the Goods and/or Services as a result of inadequate/incorrect information or material being provided by the Customer, or information or material being supplied later than requested by the Supplier;
(d) The Customer varies its requirements in any way, including but not limited to requesting the Supplier provide additional Goods and/or Services;
(e) The Customer cancels all or part of an Order where such cancellation results in loss being incurred by the Supplier as a result of the cancellation, including but not limited to loss of profit from other orders foregone as a result of the scheduling of the Order which is subsequently cancelled, expenses, legal costs on an indemnity basis, personal injury and property damage;
(f) Goods are not collected from the Supplier within two weeks of the date on which they are manufactured, fabricated, created or formed in which circumstances storage costs shall apply; and/or
(g) In any other circumstance where the Supplier incurs costs in respect of the Customer’s Order additional to the quoted cost, including but not limited to costs for photocopying, artwork printouts, long distance telephone calls, couriers, packing and handling, and Government or council taxes or charges.\
9 Acceptance of Goods
9.1 If the Customer fails to advise the Supplier in writing of any alleged fault in Goods and/or Services or failure of Goods and/or Services to accord with the Customer's Order within 48 hours of delivery, the Customer is deemed to have accepted the Goods and/or Services and to have accepted that they are not faulty and accord with the Customer's Order.
9.2 Following this time the Customer loses any right to dispute the quality or quantum of the Goods and/or Services and shall be taken to have acknowledged that the invoice(s) are payable in full.
9.3 The Customer agrees that payment of any monies owing under these Terms of Trade from time to time shall constitute acceptance of the Goods and/or Services the subject of that invoice provided by the Supplier to the Customer.
10 Retention of Title and Passing of Risk
10.1 Risk in Goods passes to the Customer immediately upon delivery or making them available for collection by the Supplier.
10.2 Subject to clause 11, title in Goods supplied to the Customer pursuant to these Terms of Trade does not pass to the Customer until all moneys (including moneys owing in respect of other transactions between the Supplier and the Customer) due and payable to the Supplier by the Customer have been fully paid.
10.3 Where Goods or Services are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods or Services provided by the Supplier in respect of those Goods, the Customer:
(a) is a bailee of the Goods until title in them passes to the Customer;
(b) acknowledges that the Supplier may register its interests in the Goods under the Personal Property Securities Act 2009 (Cth) (“PPSA”);
(c) must be able upon demand by the Supplier to separate and identify as belonging to the Supplier Goods supplied by the Supplier from other goods which are held by the Customer;
(d) must not allow any person to have or acquire any Security Interest (as this term is defined in the PPSA) in the Goods;
(e) must pay to the Supplier on demand the amount of any loss suffered or incurred by the Supplier arising out of or in connection with any loss or damage to the Goods whilst in the Customer's care, or any copying or replicating of the Goods;
(f) agrees that the Supplier may repossess the Goods if payment is not made within 14 days (or such longer time as the Supplier may, in its complete discretion, nominate in writing) of the supply of the Goods; and
(g) the Customer grants an irrevocable licence to the Supplier or its agent to enter the Customer's premises in order to recover possession of Goods pursuant to this clause. The Customer indemnifies the Supplier in respect of any damage to property or personal injury which occurs as a result of any negligent or wrongful act by the Supplier or its agent in entering the Customer's premises or recovering possession of the Goods.
10.4 Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by the Supplier in respect of those Goods, and the Customer makes a new object from the Goods, whether finished or not, or the Customer mixes the Goods with other goods or the Goods become part of other goods ("new goods"), the Customer agrees with the Supplier that the ownership of the new goods immediately passes to the Supplier. The Customer will hold the new goods on trust for the Supplier until payment of all sums owing to the Supplier whether under this contractor any other contract have been made and the Supplier may require the Customer to store the new goods in a manner that clearly shows the ownership of the Supplier.
10.5 For the avoidance of doubt, under clause 10.4, the ownership of the new goods passes to the Supplier at the beginning of the operation or event by which the Goods are converted into, are mixed with or become part of other goods.
10.6 Notwithstanding sub-clause 10.3 the Customer may transfer, sell or dispose of Goods, including new goods, to a third party in the ordinary course of business provided that:
(a) where the Customer is paid by a third party in respect of Goods including new goods, the Customer shall hold the whole of the proceeds of sale less Goods and Services Tax on trust for the Supplier - in a separate account - until all amounts owned by the Customer to the Supplier have been paid; or
(b) where the Customer is not paid by a third party, the Customer agrees to assign all of its rights against such third party to the Supplier upon the Supplier giving the Customer notice in writing to that effect and for the purpose of giving effect to such assignment the Customer irrevocably appoints the Supplier as its attorney; or
(c) where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by the Supplier in respect of those Goods, the Customer acknowledges that the Supplier has a right to register and perfect (and where relevant enforce) a personal property security interest under the PPSA.
11 Intellectual Property Rights
11.1 For the purpose of these Terms of Trade, “Intellectual Property Rights” shall mean intellectual property rights at any time protected by statute or common law, including copyright, trade marks, patents and registered designs.
11.2 The Customer warrants that it owns all Intellectual Property Rights pertaining to its Order for Goods and/or Services or has a licence to authorise the Supplier to reproduce all artistic and literary works supplied by the Customer to the Supplier for the purposes of the Order, and the Customer expressly authorises the Supplier to reproduce all and any of such works for the purposes contemplated by these Terms of Trade. Further, the Customer indemnifies and agrees to keep indemnified the Supplier against all losses incurred by the Supplier in relation to or in any way directly or indirectly connected with any breach of copyright or any other Intellectual Property Rights in relation to such literary and artistic works supplied, including but not limited to internal costs and expenses, legal costs on an indemnity basis, lost profits, awards of damages, personal injury and property damage.
11.3 Unless specifically agreed in writing between the Supplier and the Customer, and to the maximum extent permissible by law, all Intellectual Property Rights in any works created by the Supplier on behalf of the Customer vest in and remain the property of the Supplier.
11.4 Subject to clause 11.3 and prompt payment of all invoices due in respect of the Goods and/or Services, the Supplier grants to the Customer a perpetual, non-exclusive licence to use the works created or produced by the Supplier in connection with the provision of Goods and/or Services under these Terms of Trade.
12 Agency and Assignment
12.1 The Customer agrees that the Supplier may at any time appoint or engage an agent to perform an obligation of the Supplier arising out of or pursuant to these Terms of Trade.
12.2 The Supplier shall have the right to assign and transfer to any person or company all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these Terms of Trade provided that the assignee agrees to assume any duties and obligations of the Supplier so assigned and transferred.
12.3 The Customer is not to assign, or purport to assign, any of its obligations or rights under these Terms of Trade without the prior written consent of the Supplier.
13 Default by Customer
13.1 Each of the following occurrences constitutes an event of default:
(a) the Customer breaches or is alleged to have breached these Terms of Trade for any reason (including, but not limited to, defaulting on any payment due under these Terms of Trade);
(b) the Customer, being a natural person, commits an act of bankruptcy;
(c) the Customer, being a corporation, is subject to:
(i) a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved;
(ii) a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Customer's property and undertaking;
(iii) the entering of a scheme of arrangement (other than for the purpose of restructuring); or
(d) the Customer purports to assign its rights under these Terms of Trade without the Supplier's written consent;
(e) the Customer enters into any assignment for the benefit of creditors; or
(f) the Customer ceases or threatens to cease conduct of its business in the normal manner.
13.2 Where an event of default occurs, except where payment in full has been received by the Supplier, the Supplier may:
(a) refuse to deliver Goods or provide further Services; and/or
(b) pursuant to clause 10, repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; and/or
(c) retain (where applicable) all moneys paid an account of Goods and/or Services or otherwise.
13.3 In addition to any action permitted to be taken by the Supplier under 13.2 above, upon the occurrence of an event of default:
(a) all invoices will become immediately due and payable; and
(b) the Supplier may terminate all contracts and credit arrangements (if any) with the Customer.
14.1 In addition to the express rights of termination provided in these Terms of Trade, the Supplier may terminate the agreement between the parties upon the occurrence of any of the following:
(a) an event of default pursuant to clause 13 forthwith (without notice required); or
(b) in any other circumstances, upon one party giving 30 days written notice to the other party.
15 Exclusions and Limitation of Liability
15.1 The Customer expressly agrees that use of the Goods and Services is at the Customer's risk. To the full extent allowed by law, the Supplier's liability for breach of any term implied into these Terms of Trade by any law is excluded.
15.2 The Supplier gives no warranty in relation to the Service provided or supplied. Under no circumstances is the Supplier or any of its suppliers liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits or loss of revenues), as a result, direct or indirect of any defect, deficiency or discrepancy in the Goods or Services including in their form, content and timeliness of delivery, failure of performance, error, omission, defect, including, without limitation, for and in relation to any of the following:
(a) any Goods or Services supplied to the Customer;
(b) any delay in supply of the Goods or Services; or
(c) any failure to supply the Goods or Services.
15.3 To the fullest extent permissible at law, the Supplier is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of or failure to provide Goods or Services, or otherwise arising out of the provision of Goods or the Services, whether based on Terms of Trade, negligence, strict liability or otherwise, even if the Supplier has been advised of the possibility of damages.
15.4 All warranties and conditions which may by law be excluded are expressly excluded. Where such warranties or conditions cannot be excluded, modified or restricted the Supplier’s liability will be limited, at its option, to;
(a) In the case of goods – the repair of the goods, the replacement of the goods or resupply of equivalent goods, or payment of the reasonable cost of repairing the goods.
(b) In the case of services – the resupply of the services, or payment of the reasonable cost of resupplying the services.
15.5 Any advice, recommendation, information, assistance or service given by the Supplier in relation to Goods and/or Services is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty of accuracy, appropriateness or reliability. The Supplier does not accept any liability or responsibility for any loss whatever suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.
16.1 The Customer agrees to indemnify and keep indemnified the Supplier, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against the Supplier, or for which the Supplier is liable, in connection with any loss whatever arising from or incidental to the provision of Goods and/or Services or the subject matter of these Terms of Trade, including but not limited to any legal costs incurred by the Supplier in relation to meeting any claim or demand on an indemnity basis and any legal costs which the Supplier may be ordered to pay on any basis whatever.
16.2 This provision will remain in force after the termination of this agreement.
17 Force Majeure
17.1 Should circumstances beyond the Supplier's control prevent or hinder its provision of the Goods and/or Services, the Supplier will be free from any obligation to provide the Goods and/or Services while such circumstances continue.
17.2 For as long as the circumstances beyond the Supplier's control exist, the Supplier may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.
17.3 Circumstances beyond the Supplier's control' include, but are not limited to illness or injury to the Supplier's personnel (including subcontractors) or their immediate family, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
18 Governing Jurisdiction
These Terms of Trade shall be deemed to have been made in New South Wales and shall be interpreted in accordance with the laws of New South Wales and Australia, and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and Australia.
19 Whole Agreement
19.1 These Terms of Trade and any Quotes and written variations agreed to in writing by the Supplier represent the whole agreement between the parties relating to the subject matter of these terms.
19.2 These Terms of Trade supersede all oral and written negotiations and communications by and on behalf of either of the parties.
19.3 In entering into this agreement, the Customer has not relied on any warranty, representation or statement, whether oral or written, made by the Supplier or any of its employees or agents relating to or in connection with the subject matter of this agreement.
20 Void, Voidable or Unenforceable Provisions
20.1 If any provision of this agreement at any time is or becomes void, voidable or unenforceable, the remaining provisions of this agreement will continue to have full force and effect.
21 No Waiver
21.1 Any failure by the Supplier to enforce any of the provisions of these Terms of Trade shall not be construed as a waiver of such provision or any other provision hereof unless expressly in writing and signed by an authorised representative of the Supplier.
22.1 A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quote (or as varied pursuant to this clause) and delivered personally, sent by pre-paid mail to the address of the addressee specified in the relevant Quote; sent by facsimile transmission to the facsimile number of the addressee specified the relevant Quote, with acknowledgment of receipt from the facsimile machine of the addressee or sent by e-mail to the e-mail address of the addressee specified in the relevant Quote with acknowledgement of delivery.
22.2 A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting; or if sent by facsimile or e-mail before 4 pm one Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
22.3 A party may only change its postal or email address or fax number for service by giving notice of that change in writing to the other party.
23.1 In these Terms of Trade, unless the context otherwise requires:
(a) a reference to writing includes email and other communication established through the Supplier's website (if any);
(b) the singular includes the plural and vice versa;
(c) a reference to a clause is a reference to a clause of these Terms of Trade;
(d) a reference to a party to these Terms of Trade or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;
(e) a reference to a “Business Day” means a day that is not a Saturday, Sunday or public holiday in the state where the Services are principally being carried out and Goods provided.
(f) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(g) headings are for ease of reference only and do not affect the meaning or interpretation of these Terms of Trade;
(h) if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing: if it involves a payment other than a payment which is due on demand must be done on the preceding Business Day; and in all other cases, must be done on the next Business Day;
(i) reference to any Act or Statute (State or Federal) shall include all statutory amendments and re-enactments thereof for the time being in force.
24.1 The Supplier reserves the right to amend these Terms of Trade by notice to the Customer in writing. The Customer shall be deemed to accept any such amendment unless within seven days of receipt of such notice the Customer notifies the Supplier of objection in writing.
25 Electronic Transactions
25.1 For the purposes of Sections 9 and 10 of the Commonwealth of Australia Electronic Transactions Act 1999 and for the purposes of Sections 8 and 9 of the New South Wales Electronic Transactions Act 2000, the parties consent and agree to the following;
(a) Any notice required or permitted to be given in writing pursuant to these Terms of Trade can be given electronically provided that it complies with the relevant sections of whichever of the above Act(s) is applicable.
(b) Any signature of a party to these Terms of Trade or given on behalf of a party to these Terms of Trade and required or permitted for the purpose of rendering same binding on behalf of a party to these Terms of Trade can be given electronically provided that it complies with the relevant sections of whichever of the above Act(s) is applicable.
26 Privacy Act 1988
26.1 The Customer and/or the Guarantor/s agree for the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by the Supplier.
26.2 The Customer and/or the Guarantor/s agree that the Supplier may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the credit worthiness of Customer and/or Guarantor/s.
26.3 The Customer consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
26.4 The Customer agrees that personal credit information provided may be used and retained by the Supplier for the following purposes and for other purposes as shall be agreed between the Customer and Supplier or required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by the Supplier, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer; and/or
(e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.
26.5 The Supplier may give information about the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Customer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
27.1 The person noted at the end of this agreement (the Guarantor), guarantees to the Supplier the Customer will comply with all its obligations under this Agreement at the time they should be complied with.
27.2 The Guarantor agrees that they are liable for all of the Customer’s obligations to the Supplier under this Agreement. For the avoidance of doubt the Guarantor acknowledges that the Supplier is entitled to pursue the Guarantor for any of the obligations of the Customer that arise under this Agreement.
27.3 The Guarantor agrees to indemnify the Supplier for any loss or costs the Supplier suffers or incurs as a result of the Customer not complying with its obligations under this Agreement.
27.4 The guarantee and indemnity in this clause is a continuing guarantee and indemnity and the guarantees do not come to an end until released in writing by the Supplier.
27.5 The Guarantor agrees and acknowledges that the guarantee they are providing under this Agreement operate even if the Customer ceases trading or becomes insolvent, or any agreement between the Supplier and the Customer is or becomes unenforceable for any reason or if the Supplier does not act promptly to enforce its rights under this Agreement.
27.6 The Guarantor acknowledges that for the purposes of providing this guarantee the Supplier may obtain from any credit reporting agency a credit report containing personal information about the Guarantor and that the Supplier will have the right to report the Guarantor to a credit rating authority should they default under the guarantee.
28.1 This offer will be accepted by signing and delivering to the Supplier these Terms of Trade or by continuing to instruct the Supplier as to the provision of goods and/or services orally and/or in writing. Whilst the Supplier requires the Customer to sign and return the Terms of Trade to them, by continuing to instruct the Supplier, the Customer has accepted these Terms of Trade and any personal guarantee(s) in full. The Supplier reserves the right, in their absolute discretion, to require acceptance by signing the document and to refuse to commence/continue work prior to receipt of the signed document.
I ________________________________ being ________________________________________(name)(position)
of __________________________________________ hereby accept all the above terms of trade.
____________________________________________ __________________________________ (date) (signature)
I ________________________________ of _____________________________________________ (name) (address)
hereby personally guarantee the Customer’s obligations set out in the above terms of trade.