Commercial Trading Terms

COMMERCIAL CREDIT TRADING TERMS AND CONDITIONS

 

A reference to “the Supplier” means Anthem Workwear Pty Ltd ABN 37 646 747 337. A reference to “Goods” means all goods supplied by the Supplier to the Customer at the Customer’s request from time to time. A reference to “Customer” as per the application of credit form attached to this agreement.

Please read the undermentioned terms carefully. If you do not understand these terms of trade you should seek legal advice.

1. TERMS
   • The agreed terms are 30 days from end of month.
   • Settlement discount is 1.5% on invoices paid within 30 days of invoice.
   • Payment of invoice will be required before purchase of any additional goods can be made on the account.

 

2. LEGAL FEES
   • The Customer further agrees to indemnify the Supplier for any legal costs incurred by the Supplier (including but not limited to charges & commission charged by mercantile agents) in respect of this application, agreements, personal guarantees, securities given or other documentation required whilst credit is being offered in consequence of this application, and the Customer further agrees to indemnify the Supplier for any dishonoured cheque fees incurred and in the event that the Customer’s account is in default of the agreed trading terms to indemnify the Supplier against its collection fees & legal costs.

 

3. PERSONAL IDENTIFICATION
   • The customer agrees to supply photograph of a current drivers licence or identification for the purpose of signature identification

 

4. WITHDRAWAL OF CREDIT

4.1       The Supplier may withdraw credit facilities to the Customer at any time without notice. Without limiting the Supplier’s rights to withdraw credit, the Supplier reserves the right to stop supply & place the account on hold until the account is returned to the agreed trading terms, and the Supplier agrees to recommence supply.

 

5. APPLICATION OF TERMS AND CONDITIONS

5.1       These Trading Terms and Conditions apply to all transactions from which the Customer is supplied Goods & or services on credit. If any future contract between the Supplier & the Customer is inconsistent with these Trading Terms and Conditions, then these Trading Terms and Conditions will apply unless the subsequent contract refers to and specifically alters these Trading Terms and Conditions in writing.

 

6. VARIATION OF INFORMATION

6.1       Should there be any variation to any of the information supplied by the Customer in this application or in the structure of the Customer’s business (such as a conversion to or from a company or trust or the appointment of new directors), the Supplier shall be notified in writing. Until a new Commercial Credit Application form is signed and approved in writing by the Supplier, then the original Commercial Credit Application and those person(s) who signed as guarantor(s) shall remain liable to the Supplier as though all Goods and services were supplied to the original customer.

 

7. VARIATION OF TRADING TERMS

7.1       The Supplier reserves the right to amend these trading terms provided such amendments are conveyed to the Customer in writing. The Customer further acknowledges that such writing will be by ordinary mail to the address set out in the Commercial Credit Application, unless the Customer advises in writing to the Supplier a new address, and this new address is acknowledged by return in writing by the Supplier.

 

8. ASSIGNMENT OF RIGHTS BY SUPPLIER

8.1       The Supplier shall be entitled at any time to assign its rights under this Commercial Credit application to its successors, nominated transferees or assigns (including but not limited to, where applicable personal guarantees), and that these Trading Terms and Conditions shall not be in any way affected or discharged pursuant to such an assignment.

 

9. TITLE TO GOODS

9.1       The Supplier and the Customer agree that ownership of the Goods shall not pass until:

(a)       the Customer has paid all amounts owing to the Supplier; and

(b)        the Customer has met all of its other obligations to the Supplier.

9.2       Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

           9.3        It is further agreed that:

• until ownership of the Goods passes to the Customer in accordance with clause 8.1 that the Customer is only a bailee of the Goods and must return the Goods to the Supplier on request.
• the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.

 

• the Customer 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 Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Supplier and must pay or deliver the proceeds to the Supplier on demand.
• the Customer should not convert or process the Goods or intermix them with other Goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Supplier and must sell, dispose of or return the resulting product to the Supplier as it so directs.
• the Customer irrevocably authorises the Supplier to enter any premises where the Supplier believes the Goods are kept and recover possession of the Goods.
• The Supplier may recover possession of any Goods in transit whether or not delivery has occurred.
• the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Supplier.
• The Supplier may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

 

10. DELIVERY

10.1     Deliveries shall be made during normal working hours. Deliveries required outside normal working hours will be delivered on request of the Customer, and all charges will be the sole responsibility of the Customer. In the event the Customer or the Customer’s Agent is not on site to accept the delivery, then the driver’s signature denoting the time, date and place of delivery, shall be deemed to be acceptance of the said delivery whether by the supplier or the supplier’s agent. The date of delivery set forth in the order form is made in good faith, but the performance of the Supplier’s engagement is subject to industrial disturbances, delay in transit, damage to Goods in transit, shortage of Goods and any other cause beyond reasonable control of the Supplier. The Supplier shall be excused from failure to deliver or complete, which is contributed to by any such cause, and the time specified for completion of delivery shall be extended commensurately. Delay in delivery or completion shall not constitute a breach of contract, nor shall it affect any other provisions of the contract to the Supplier’s disadvantage.

10.2     Delivery will be free to stores for orders in excess of $500. Orders below this value will incur a freight charge of $20+GST.

 

11. SERVICE OF DOCUMENTS

11.1     The Customer acknowledges that service of all documents will be prepaid postal addressed envelope to the address nominated on the Commercial Credit Application form, unless a new address is provided by the Customer and such new address is acknowledged by return in writing from the Supplier. Note the Customer expressly acknowledges that service is deemed to be affected after the expiration of 2 working days from date of posting of the documents.

 

12. TELEPHONE ORDERS

12.1     All telephone orders are to be immediately confirmed in writing (email is acceptable) by the Customer. In the event the confirmation varies from that recorded and processed by the Supplier, then the Supplier’s records shall prevail.

 

13. PRICE

13.1     All Goods are sold at the price current at the time of order placement. Pricing may vary from time to time subject to exchange rate variations and/or material increases outside the control of the Supplier.

13.2     Notification of price changes. Price changes will be issued to the customer with at least 1 months notice of them changing.

 

14. SETTLEMENT DISCOUNT

14.1     Where settlement discount applies, no settlement discount will be approved unless all account money(ies) is/are paid within the agreed trading terms.

 

15. PAYMENT

15.1     The Customer expressly acknowledges that at the absolute discretion of the Supplier, the Customer may be required to execute an authority to the Customer’s Bank authorising a direct debit from the Customer’s Bank account, to the Supplier for all sums due on a monthly basis. The authority will be irrevocable without the express written consent of the Supplier.

 

16. FINANCIAL INFORMATION

16.1     The Customer agrees to provide financial information as is reasonably required by the Supplier from time to time, for the assessment of current and future credit limits only. The Supplier and the Customer further agree that such information shall be treated as strictly confidential and will not be disclosed to any third party(ies) without the express written permission of the Customer.

 

17. CREDIT CLAIMS

17.1     It is the responsibility of the Customer to carefully inspect the Goods immediately after they are delivered. Credit Claims will only be recognised if made in the first instance by phone within 72 HOURS of receipt, and also in writing within 7 days of delivery. Claims outside this period will be at the absolute discretion of the Supplier, and its decision final and binding on the Customer. All Goods returned must be in original condition and packaging and complete in every detail. Goods will only be accepted if the freight is prepaid by the Customer.

 

18. RETURN OF, OR CANCELLATION OF GOODS ORDERED

18.1     In the event the Customer elects to return Goods or cancel Goods on order, the Supplier at its absolute discretion reserves the right to enforce their general trading terms, or charge a 10% handling fee on the value of the goods returned. Further no return of Goods will be accepted, without prior approval of the Supplier in writing.

 

 

19. DAMAGES

21.1     The Supplier shall not be liable for any amount greater than the value of the product originally supplied. Without limiting the meaning of this clause, the Supplier shall not be liable for any claims, loss, expense whatsoever, how so ever arising, or in any event in any way whatsoever for any contingent, consequential direct/indirect special, or punitive damages arising in relation thereto, and the Customer acknowledges this express limit or liability and agrees to limit any claim accordingly. Further the Supplier shall not be responsible directly or indirectly for any consequential loss or maintenance, use or operation of the product by the Customer, or to any third party, or from any failure of the product whether defective or not.

 

20. PERSONAL PROPERTY SECURITIES ACT 2009 (“PPSA”)

22.1     In this clause “financing statement, financing change statement, security agreement, and security interest” has the meaning given to it by the PPSA.

22.2     Upon assenting to these terms and conditions in writing the Customer 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 has previously been supplied and that will be supplied in the future by the Supplier to the Customer.

           22.3      The Customer undertakes to:

(a)   promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to;

• register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
• register any other document required to be registered by the PPSA; or
• correct a defect in a statement referred to in clause 8.3(a)(i) or 8.3(a)(ii);

(b)   indemnify, and upon demand reimburse, the Supplier 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/Equipment charged thereby;

(b)   not register a financing change statement in respect of a security interest without the prior written consent of the Supplier;

(c)   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 Supplier;

(d)   immediately advise the Supplier of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.

22.4     The Supplier and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

22.5     The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

22.6     The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

22.7     Unless otherwise agreed to in writing by the Supplier, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

22.8     The Customer must unconditionally ratify any actions taken by the Supplier under clauses 21.3 to 21.5.

22.9     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 of the PPSA.

 

23. SECURITY AND CHARGE

23.1     In consideration of the Supplier agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

23.2     The Customer indemnifies the Supplier from and against all costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Suppliers rights under this clause.

23.3     The Customer irrevocably appoints the Supplier and each director of the Supplier as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 9 including, but not limited to, signing any document on the Customer’s behalf.

24. GST

24.1     The Supplier is required by law to pay Goods and Services Tax, (GST) on the goods purchased.

 

25. ENVIRONMENTAL REQUIREMENTS

25.1.     The Customer confirms and acknowledges it has made all enquiries in relation to all responsibilities conferred upon the Customer, by the said Act, relating to storage of and disposal of any or all products supplied by the Supplier.

 

26. NO INSURANCE IS PROVIDED BY THE SUPPLIER

26.1     The Customer acknowledges that insurance of all Goods are the responsibility of the Customer at point of delivery.

 

27. PRIVACY ACT 1988

27.1     The Customer agrees for the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer in relation to credit provided by the Supplier.

           27.2      The Customer agrees that the Supplier may exchange information about the Customer 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 the 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 creditworthiness of the Customer.

The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.

27.3     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).

27.4     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 the Supplier or required by law from time to time):

(a)        the provision of Goods; and/or

(b)        the marketing of Goods by the Supplier, its agents or distributors; and/or

(c)        analysing, verifying and/or checking the Customer’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 the 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.

27.5     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;

(b)        allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.

27.6     The information given to the credit reporting agency may include:

(a)        personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);

(b)        details concerning the Customer’s application for credit or commercial credit and the amount requested;

(c)         advice that the Supplier is a current credit provider to the Customer;

(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 Customer’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 Supplier, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customer’s credit obligations);

(g)        advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;

(h)        that credit provided to the Customer by the Supplier has been paid or otherwise discharged.

 

28. 3RD PARTY SELLING

                  (a)        Unless confirmed in writing from the supplier, 3rd party selling or on-selling                               of Anthem product is prohibited.

                  (b)        All online selling, including market place selling of Anthem product must be                                approved in writing from the supplier. 

 

29. COLLECTION OF OVERDUE CREDITS

29.1   The customer understands that overdue credits may be referred to debt collection agency and that information given to the debt collection agency may include:

(a)        personal particulars (the Customer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);

(b)        details concerning the Customer’s application for credit or commercial credit and the amount requested;

(c)         advice that the Supplier is a current credit provider to the Customer;

(d)        advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty (60) days.

(e)        that the Customer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any debt collection action has been started;

(f)        information that, in the opinion of the Supplier, the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customer’s credit obligations);

(g)        advice that cheques drawn by the Customer for one hundred dollars ($100) or more, have been dishonoured more than once;

(h)        that credit provided to the Customer by the Supplier has been paid or otherwise discharged.

30. JURISDICTION

30.1     The Customer acknowledges that the Laws of the State of Victoria shall govern this contract, and the Customer hereby agrees to submit to the non-exclusive jurisdiction of the Courts of Victoria.

 

 

31. MERCHANDING UNITS & RACKS

31.1     Anthem branded racks, signs, neon signs and merchandising units remain the property of Anthem Workwear Pty Ltd.

31.2     Anthem Workwear Pty Ltd reserve the right to remove any branded merchandising units should it be determined they are not being used appropriately.

31.3     Anthem merchandising units are provided for the sole use of Anthem product.