DISCOUNT ART WAREHOUSE ABN: 83 309 687 730 34 ARTHUR ST, FORTITUDE VALLEY, Q 4006 P: 07‐3358‐1968; F: 07‐3503‐9275 E: email@example.com www.discountart.com.au
Application For Credit This agreement made the _____________________day of __________________201____ Between BICKERTON MASTERS ARCHITECTURE PTY LTD (ABN 30 109 225 149) (The Customer) And DISCOUNT ART WAREHOUSE (ABN 83 309 687 730) (The Supplier) Whereas – A The Customer has requested the Supplier to provide goods and services to the Customer on credit and submits this Application for the Supplier's purposes in considering such request. B The parties agree that in the event of the Supplier agreeing to supply goods and services to the Customer on credit then the terms of supply shall be as set out in the Terms of Trading Agreement contained herein. Contact Person: ________________________________________________________________________________ Postal Address for Accounts: ______________________________________________________________________ _____________________________________________________________________________________________ Phone No: _____________________________________ Facsimile No: __________________________________ Mobile No: ( ) _________________________________________________________________________________ Type of Business: Private Business
E‐mail Address: ____________________________________________
Monthly Credit Estimate — Circle appropriate figure:
0 ‐ $1,000.00 Over $1,000.00
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Terms of Trading Agreement The Customer acknowledges that the Supplier has the absolute right to cancel any credit which may be granted at any time before accepting any order and without notice and to require payment for any order if the Supplier in its sole discretion thinks fit to do so. Additionally following terms shall apply‐
All invoices will be paid in full no later than 14 days from date of invoice;
If payment of any invoice is overdue the Supplier may withhold supply of any goods and services or cancel any orders until such time as the payment is made; The Supplier may in its absolute discretion continue to supply goods and services once outstanding monies are paid; Any costs incurred by the Supplier in recovering any outstanding monies including debt collection agency fees and legal fees shall be recoverable from the Customer. In the case of the Supplier engaging solicitors to recover any outstanding monies then the Customer agrees to pay for any legal fees and outlays incurred on a full indemnity basis; The Customer must not deduct from any invoiced amount any set‐off, counterclaim or other sum unless agreed by the Supplier in writing. If the Customer considers that it has any set‐off or counter claim it must separately litigate such set‐off or counter claim; Claims for damaged goods or stock shortages will only be recognized if made by the Customer within two days from receipt of goods;
The Customer must pay all bank charges the Supplier may incur, plus a nominal administration charge, for any cheque issued by the Customer which is dishonoured by the Customer's bank. This Agreement may be signed in any number of counterparts. All counterparts taken together constitute one instrument. A party may sign this Agreement by signing any counterpart. A party may sign this Agreement, or any counterpart, by facsimile, and the facsimile shall be accepted as an original.
Retention Of Title
All goods supplied by the Supplier to the Customer remain the property of the Supplier until all such goods have been paid for in full. Until such time as all of the goods are paid for in full the Customer holds all goods on bailment for the Supplier and agrees to store such goods in a way in which enables them to be differentiated as goods of the Supplier. If payment is not received within the agreed terms the Supplier reserves the right to recover the goods from the Customer. The Customer hereby authorizes and allows the Supplier or its agents to enter the premises upon which the
Risk in the goods passes from the Supplier to the Customer upon delivery.
Subject to all relevant statutory provisions, the conditions herein contain the whole of the contract between the parties. Any representation, express or implied and whether statutory or otherwise contained herein are hereby expressly excluded unless such exclusions are prohibited by law.
Limitation of Liability
goods are stored for the purpose of retaking possession of the same and the Supplier shall not be liable for any costs, losses, damages or expenses or any other monies or losses suffered by the Customer as a result of the Supplier retaking possession of the goods. If the goods have been sold to a third party before payment to the Supplier, the Customer will hold the proceeds of sale upon trust for the Supplier
Notwithstanding any other provision in this agreement, the Supplier is in no circumstance (whatever the cause) liable in contract, tort (including without limitation negligence or breach of statutory duty) or otherwise to compensate the Customer for: 8.1.1 any increased costs or expenses; 8.1.2 any loss of profit, revenue, business, contracts or anticipated savings; 8.1.3 any loss or expense resulting from a claim by a third party; or 8.1.4 any special, indirect or consequential injury loss, damage or expense whatsoever and however arising. If the goods supplied by the Supplier are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the liability for breach of a condition or warranty of supply is limited to: 8.2.1 the replacement of the goods or the supply of equivalent goods; or 8.2.2 the payment of replacing the goods or of acquiring equivalent goods.
The Supplier will have no liability to the Customer in relation to any loss, damage or expense caused by the Supplier’s failure to complete an order or to deliver the goods as a result of act of God, fire, flood, tempest, earthquake, riot, civil disturbance, industrial dispute, theft, crime, strike, lock out, work stoppage or other labour hindrance, breakdown, act of war (whether declared or not), sabotage, insurrection, epidemic, national emergency (whether in fact or law), requirements of restriction of or failure to act by government, local body or judicial entity, the inability of the Supplier’s normal suppliers to supply necessary materials or matters beyond the Supplier’s control.
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DECLARATION The Customer agrees that it has read and understood these terms and conditions and agrees to be bound by them. The Customer hereby warrants that the information contained in this Application is true and correct in every particular. The Customer warrants that person signing this agreement is duly authorised by the Customer. The signatory warrants they are authorised to sign on behalf of the customer. Legal Entity name: BICKERTON MASTERS ARCHITECTURE PTY LTD (ABN 30 109 225 149) Signature ________________ Date: ________________ Name of Signatory: PETER EDWARD JOHN BICKERTON Position: DIRECTOR, BICKERTON MASTERS ARCHITECTURE PTY LTD (ABN 30 109 225 149) Signature ________________ Date: ________________ Name of Signatory: ANDREW DONALD MASTERS Position: DIRECTOR, BICKERTON MASTERS ARCHITECTURE PTY LTD (ABN 30 109 225 149)
DEED OF GUARANTEE AND INDEMNITY 1.
Definitions: 1.1. “Contract” means the attached contract immediately preceding this Guarantee and Indemnity entered into between the Customer and the Supplier for the supply of goods and services. 1.2. “Guarantor” means the guarantor or guarantors named in the Schedule below and includes the legal personal representatives of each person who provides this guarantee. 1.3. “Customer” means the legal entity identified as such on page 1 of this document. 1.4. “Supplier” means the legal entity identified as such on page 1 of this document. 1.5. “Supply of Credit” means the supply of goods and/or services in advance of payment thereof undertaken by the Supplier to the Customer. 2. In consideration of the Supplier, at the request of the Guarantor, agreeing to undertake the Supply of Credit, the Guarantor guarantees to the Supplier due and punctual payment of all monies due and owing by the Customer to the Supplier. 3. The Guarantor undertakes to pay on demand all monies owing or unpaid by the Customer under the Contract including any amounts owing or unpaid at or after the time of insolvency, administration, receivership, bankruptcy or liquidation of the Customer. 4. The Guarantor indemnifies the Supplier for any loss suffered as a result of a breach of the Contract or any variation agreement entered into in the future between the Customer and the Supplier or for any loss suffered for any failure to comply with any demand issued under clause 3 of this deed . 5. This Guarantee and Indemnity shall not be avoided, released or affected by the Supplier agreeing to any variation or alteration in the terms of the Contract. 6. The Guarantee and Indemnity shall not be determined or affected by insolvency, administration, receivership, bankruptcy or liquidation of the Customer nor by the death of any Guarantor. 7. Any payment made by the Guarantor and later avoided by any statutory provision shall be deemed not to have discharged the Guarantor’s liability. In such event the parties are restored to the rights which each would have had if payment had not been made. 8. This Guarantee and Indemnity shall be a continuing Guarantee and Indemnity until the full and complete amount owing to the Supplier under the Contract has been satisfied, including but not limited to, any interest on unpaid amounts relating to the debt or debts and any legal and other costs reasonably incurred in seeking to enforce the unpaid debt or debts. 9. The Guarantor hereby charges all of the right title and interest of the Guarantor in any freehold, strata titled or leasehold land and personal property held now or held in the future by the Guarantor as security for the repayment of the monies owing to the Supplier under this Guarantee and Indemnity and agrees that the Supplier may lodge a caveat over any such land to protect the interest granted to the Supplier under this clause. 10. The Guarantee and Indemnity shall not merge in any judgement the Supplier obtains against the Customer. 11. Where there is more than one Guarantor, this guarantee and indemnity is a joint and several one and the covenants contained on the part of the Guarantor are deemed to have been made jointly and severally 12. Notices: Any notice or statement to be given or demands to be made under this Guarantee and Indemnity shall only be duly given or made if in writing and if sent through the post in a pre‐paid envelope or wrapper to the addressee at the address listed below in which case service shall be deemed to be effected three Business Days after the date of posting.
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SCHEDULE Signed sealed and Delivered by the Guarantor as a Deed this ________ day of ____________________ 201 _________ Guarantor 1 Name: PETER EDWARD JOHN BICKERTON Guarantor 1 Address: 27 HARDING STREET, ASHGROVE QLD, 4060 Guarantor 1 Signature: ______________________________________________________________________________ Witness Signature: _________________________________________________________________________________ must not be a director of Discount Art Warehouse or the Customer Witness Name: ____________________________________________________________________________________ Witness Address: ___________________________________________________________________________________ __________________________________________________________________________________________ Guarantor 2 Name: ANDREW DONALD MASTERS Guarantor 2 Address: 35 DOVER STREET, WILSTON QLD 4051 Guarantor 2 Signature: ______________________________________________________________________________ Witness Signature: _________________________________________________________________________________ must not be a director of Discount Art Warehouse or the Customer Witness Name: ____________________________________________________________________________________ Witness Address: ___________________________________________________________________________________ _________________________________________________________________________________________________
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P: 07‐3358‐1968; F: 07‐3503‐9275 E: firstname.lastname@example.org www.discountart.com.au B The parties agree that in the event of the Supplier a...