Trading Terms & Conditions

GLOBAL (WA) PTY LTD T/a ACCESS OFFICE INDUSTRIES

TERMS AND CONDITIONS

1.  The Applicant agrees to pay the price, without any deduction whatsoever, charged from time to time by the Company for the supply of goods and services by the Company for or on behalf of the Applicant within thirty (30) days of the date of the statement rendered by the Company for such goods and services. Disputes and/or claims do not constitute grounds for non-payment of the invoice.

2.  For the Company to consider a replacement or credit the goods must first be inspected by the Company’s sales staff.

3. (a) The Company shall be entitled to charge the Applicant interest on all outstanding monies exceeding 30 days Nett at the annual percentage rate of 18% per annum.

(b) Payments received by the Company will be applied firstly, in reduction of interest payable and accruing from month to month and, secondly, in reduction of all moneys owing to the Company until such time as all monies owing to the Company have been paid in full.

4. Goods supplied by the Company to the Applicant shall be at the Applicant’s risk immediately on delivery to the Applicant or into the Applicant’s custody   (whichever is the sooner). Property in the goods supplied by the Company to the Applicant will not pass to the Applicant until such time as the goods delivered and all other goods supplied by the Company to the Applicant are paid in full. Until the Company receives payment in full for the goods delivered and for all other goods supplied by the Company to the Applicant:

(a) the Applicant shall store the goods in such a manner as to show clearly that they are the property of the Company.

(b) the Applicant shall be at liberty to sell the goods, in the ordinary course of business, as agent for the Company and shall account to the Company for all proceeds from any sale.

(c) The Company may enter upon the Applicant’s premises or elsewhere to take possession of and remove any goods supplied by the Company.

The Applicant appoints the Company as its attorney to collect payment from any third party for the goods supplied to that third party which goods were previously supplied by the Company to the Applicant.

5.  It is the Applicant’s responsibility to provide access to delivery sites. If it is necessary for the Company to cross kerbing, footpaths, driveways or any destruction and damage is caused to the same by the Applicant in the course of delivering the goods, the Applicant indemnifies the Company against all claims whatsoever for such damage.

6. The Company may withdraw this facility at any time without notice or the Company may from time to time increase or decrease the limit (if any) of this facility without notice to the Applicant or the Guarantors.

7. The Company may from time to time require payment(s) in advance of the whole or any part of the contract price and the Company may require security satisfactory to the Company (including guarantees) to be given as a condition precedent to the continuation of this facility.

8. Any and all legal costs (on a solicitor/client basis), stamp duties, charges, duties or other expenses incurred by the Company in respect of this agreement or this guarantee or securities or other documentation required by the Company hereunder, or incurred as a result of the Applicant failing to perform the terms and conditions of this agreement shall be paid by the Applicant to the Company.

9. Should any account for which the Applicant is liable remain unpaid beyond the due date of payment and should such account be placed into the hands of a debt collector for recovery, then the Applicant agrees to pay in addition to such unpaid account any commission or fee payable by the Company to the debt collector which the debt collector may charge and further agrees that the Applicant’s liability to pay this commission or fee to the Company shall arise at the time when such account is placed into the hands of the debt collector.

10. If the Applicant:

(a)  defaults in the due and punctual observance of all or any of its obligations herein or under any contract arising out of this agreement, or

(b)  being a person, dies, commits an act of bankruptcy; or

(c)  being a company, takes or shall have taken against it any action for its winding up placement under official management or receivership,       then the Company without prejudice to any rights or remedies open to it may:

(i)   treat as discharged all or any obligation arising from any agreement with the Applicant;

(ii)  retain any security given or monies paid by the Applicant or available through the enforcement of any guarantee, security or bond and apply this in reduction of any sum of money whatsoever owed or owing by the Applicant to the Company;

(iii) reserve the right to enter upon the Applicant’s premises or enter upon any premises to which the Applicant has a right of access to take possession of and remove any goods supplied by the Company for or on behalf of the Applicant under this agreement or any other agreement between the Company and the Applicant for which payment has not been received. The legal and equitable interest in the said goods shall not pass until payment for the goods has been received by the Company;

(iv) take such steps as it may deem necessary to mitigate the damages suffered including putting to use, hiring out, sale or disposal or any goods supplied or to be supplied under this agreement or any other agreement between the Company and the Applicant.

11. Should there by any variation in the structure or nature of the Applicant’s operation or business (such as conversion to, or from, a company or trustee) the Company shall forthwith be notified in writing by the Applicant. Unless notification of such variation or change is given, then without prejudice to the Company’s right to pursue the proprietors of that operation or business, the original Applicant and those persons who signed as guarantors in this Deed shall remain liable to the Company as though any goods or services supplied by the Company were supplied to the original Applicant.

12. The Company shall not be taken to have waived any of the terms or conditions of this agreement or agreed to any variation thereof unless it has done so expressly in writing.

13. Where there is any inconsistency between the terms and conditions of this agreement and any subsequent agreement between the Company and the Applicant, any such subsequent agreement shall be read down to the extent necessary to give full force and effect to the terms and conditions of this agreement.

14. In this agreement words in the singular shall be construed so as to include the plural and vice versa and words in any gender shall be construed so as to include every other gender.

15. If the Applicant comprises two or more persons each of those persons is jointly and severally liable on the covenants and obligations herein. 16. Where the Applicant is a trustee:

(a)   the Applicant hereby agrees to produce a stamped copy of the trust deed (with all amendments) if and when requested by the Company; (b)   the Applicant hereby warrants that it has full power and authority of the trust to make this agreement on behalf of the trust and that it shall be bound by the terms of this agreement both personally and as trustee; and

(c)   the Applicant hereby confirms and warrants that the assets of the trust shall be available to meet payment of any sums owed or owing whatsoever by the Applicant to the Company.

17. The Applicant and the Guarantors hereby agree that for the purposes of securing the liabilities and obligations hereunder to hereby charge and mortgage with the due and punctual payment and the due punctual and complete performance by each of them of all their liabilities and obligations hereunder all their legal or equitable interest of whatsoever nature held in any and all real property both present and future and each of the Applicant and the Guarantors do hereby consent to the Company lodging a caveat or caveats noting its proprietary interest hereunder.

18. The Applicant and the Guarantors agree that a certificate of the Company or any person authorised by the Company to give the same shall be conclusive evidence as to the amount owing to the Company by the Applicant or Guarantors.

19. Any notice, demand or certificate given by the Company to the Applicant or the Guarantors shall be deemed to have been given or made if sent to the Applicant or the Guarantors by pre-paid post addressed to the Applicant or the Guarantors, as the case may be, at the address shown hereon for the Applicant and the Guarantors herein or at such other address as is notified in writing by the Applicant or Guarantor to the Company.

20. This Deed shall be binding upon each party who has executed it notwithstanding

(i) the failure of any other person named as a party to execute it,

(ii) the avoidance or unenforceability of any part of this Deed or any agreement,

(iii) the avoidance or unenforceability wholly or in part of this Deed or of any agreement against any person named as a party to them.

21. If any part of this Deed becomes void or unenforceable then that part shall be severed to the intent that all parts that are not void or unenforceable shall remain in full force and effect.

22. This Deed shall be governed and construed in accordance with the laws of Western Australia.

23. The Applicant hereby authorises the Company to carry out credit checks and to obtain credit reports in respect of the Applicant’s creditworthiness in accordance with any law with respect thereto in force for the time being. The Company relied on a title search at the titles office concerning any encumbrances registered against the title(s) of the Applicant and the Guarantor’s in agreeing to grant credit hereunder, if such agreement is provided.