Terms and Conditions

1. In these Terms and Conditions: -
“Applicant” shall mean and include the person, firm or company for whom or which credit facilities are granted,
“Supplier” shall mean NATURALLY AUSTRALIAN MEAT & GAME PTY LTD, its successors or assigns, its servants and agents.
“Form” means the company Credit Application and includes these Terms and Conditions.
“Goods” mean any goods or services or work or materials supplied by the Supplier to the Applicant from time to time.
“Guarantor” shall mean and include the person, firm or company who or which signify their agreement to guarantee liabilities of the Applicant by signing this Form or any Guarantee attached to this Form.
The singular shall include the plural.
“Credit Application” means the details supplied by the Applicant on the credit application form
“PPSA” means the Personal Properties Securities Act 2009 (Cth) and includes any regulations made under that Act.

2. Payment: The Applicant will pay for all goods sold and delivered or services provided to it on a credit account within the agreed terms as shown on the invoice. If the Applicant does not hold a credit account with the Supplier, the Applicant will pay a deposit of 50% of the order when the order is taken followed by payment of the balance at or before the time for delivery. These trading terms may be changed by notice in writing to the Applicant by the Supplier. Such change will apply from the date notice is given.

3. Terms of trade: Each time the Applicant places an order with the Supplier, the Applicant accepts these terms and conditions as governing the supply of the goods or services ordered. The Supplier may from time to time alter its trading terms or these conditions of credit and such altered conditions shall apply in respect of all transactions taking place after notification to the Applicant of such altered conditions of trade or credit. These terms and conditions of credit account replace and supersede the terms of any earlier conditions of credit account entered into between the Applicant and the Supplier.

4. Default by Applicant: If the Applicant defaults in the due observance of all or any of its obligations under any contract or agreement with the Supplier, or (being a person) dies, commits an act or bankruptcy, or (being a company) takes or shall have taken against it any action for its winding up, placement under official management or receivership, the Supplier may (without prejudice to any rights or remedies open to it):-
– revoke the credit accommodation and require any further sales/trade transactions by the Applicant to be on a cash-before-delivery basis;
– require that all amounts owing to the Supplier for any reason whatsoever shall become immediately due and payable without deduction or demand;
– rescind all discounted quotations or rates and recalculate outstanding charges;
– enter upon the Applicant’s premises or elsewhere to take possession and remove any goods under any contract for which good payment has not been received and which property has not passed from the Supplier; and/or
– take such steps as it may deem necessary to mitigate the damages suffered.

5. Charge over goods: Without limiting Clause 12 and 13, the Applicant hereby charges with payment of the moneys and compliance with all obligations owed by the Applicant to the Supplier all beneficial interests in all goods sold and delivered to the Applicant (including goods sold prior to the date of this Application) in which title has passed held now or in the future by the Applicant.

6. Charge over assets: The Applicant and the Guarantor do hereby agree that, for the purposes of securing the liability and obligations of each of the Applicant and the Guarantor, each of the Applicant and the Guarantor do hereby charge with the due and punctual payment and the due and punctual and complete performance by each of them of all their liabilities and obligations under this document all their real property (freehold and leasehold), both present and future, and each of the Applicant and the Guarantor do hereby consent to the Supplier lodging caveats noting its interests under this Application.

7. Cancellation of orders: Cancellation of orders will not be accepted after 2 days from the date of order.

8. Service charge: The Applicant agrees that an account service charge of 2.5 per cent per month may be imposed by the Supplier on all accounts outstanding for more than 30 days from the end of the month of the date of the invoice and also on any judgment amount.

9. Costs on arrears: That the Applicant agrees to pay any and all costs, commissions, and legal costs and expenses on a full indemnity basis whatsoever arising from the collection of any overdue moneys. Such interest, costs and commissions and legal expenses may be recovered as a liquidated debt.

10. Removal of credit: The Supplier may at any time from time to time without assigning any reason therefore refuse to extend any further credit to the Applicant and that its approval of the Application does not require the Supplier to extend to the Applicant any particular amount of credit. The Supplier may from time to time increase or decrease the limit of the credit facility provided without notice to the Applicant or the Guarantor.

11. Liability: Where there is more than one Applicant each applicant shall be jointly and severally liable under the terms of this Application.

12. Retention of title: The Supplier and the Applicant agree that:
(a) Notwithstanding any delivery of the Goods or any part thereof, the Goods shall remain the sole and absolute property of the Supplier as legal and equitable owner until such time as the Applicant shall have paid the Supplier the purchase price in full together with the full price of any of the Goods subject to any other contracts or orders for the supply of Goods between the Supplier and the Applicant;
(b) the Applicant is a Bailee of the Goods until such time as property in them passes to the Applicant and that this bailment continues in relation to each of the Goods until the price of the Goods has been paid in full;
(c) pending payment in full for the Goods, the Applicant:
(i) subject to the PPSA, is at liberty to sell the Goods (including Goods into which the Supplier’s Goods have been mixed) in the ordinary course of its business only;
(ii) shall hold the proceeds of any on-sale of the Goods (including any Goods into which the Supplier’s Goods have been co-mingled or accessioned) in trust for and as agent of the Supplier and promptly account to the Supplier for those proceeds in payment of the purchase price for the Goods;
(iii) must not allow any person to have or acquire any security interest in the Goods;
(iv) must insure the Goods for their full insurable or replacement value (whichever is the higher) with an insurer licensed or authorised to conduct the business of insurance in the place where the Applicant carries on business; and
(v) must not remove, deface or obliterate any identifying plate, mark or number on any of the Goods;
(d) any accessory or item which accedes to any of the Goods by an act of the Applicant or of any person at the direction or request of the Applicant becomes and remains the property of the Supplier until the Supplier is paid when the property in the Goods (including the accessory) passes to the Applicant;
(e) if the Applicant fails to pay for the Goods within the period of credit extended by the Supplier to the Applicant, the Supplier may recover possession of the Goods (even if co-mingled or accessioned) at any site owned, possessed or controlled by the Applicant and the Applicant agrees that the Supplier has an irrevocable licence to do so with reasonable force without incurring liability to the Applicant or any person claiming through the Applicant.
(f) the provisions of this clause 12 apply notwithstanding any agreement between the parties under which the Supplier grants the Applicant credit.

13. Personal Property Securities Act: In this clause 13, words defined in the PPSA have the same meaning in these Terms and Conditions.
(a) The Applicant acknowledges and agrees that by accepting these Terms and Conditions, which form part of the contract to supply the Goods or services and constitutes a Security Agreement that covers the Collateral for the purposes of the PPSA:
(i) the Supplier holds (as Secured Party) a Security Interest over all of the present and after acquired goods supplied by the Supplier to the Applicant and any Proceeds of the sale of those Goods (“Collateral”);
(ii) that any purchase by the Applicant on credit terms from the Supplier or retention of title supply pursuant to clause 12 hereof will constitute a purchase money security interest as defined under section 14 of the PPSA (“PMSI”);
(iii) the PMSI granted herein will continue to apply to any goods coming into existence or Proceeds of sale of Goods coming into existence;
(iv) the Supplier will continue to hold a Security Interest in the Goods in accordance with and subject to the PPSA, even if the Goods may be processed, co-mingled or become an accession with other goods;
(v) any Supplier Security Interest will be a continuing and subsisting interest in the Collateral with priority to the fullest extent permitted by law over all registered or unregistered Security Interest
(vi) until title in the Goods pass to the Applicant, it will keep all Goods supplied by the Supplier free and ensure all such Goods are kept free of any charge, lien or Security Interest and not otherwise deal with the Goods in a way that will or may prejudice any rights of the Supplier under the Contract or the PPSA; and
(vii) in additions to any other rights under these terms and conditions or otherwise arising, the Supplier may exercise any and all remedies afforded to it as a Secured Party under Chapter 4 of the PPSA including, without limitation, entry into any building or premises owned, occupied or used by the Applicant, to search for and seize, dispose of or retain those Goods in respect to which the Applicant has granted a Security Interest to the Supplier.
(b) The Applicant consents to the Supplier effecting a registration on the PPSA register (in any manner the Supplier considers appropriate) in relation to any Security Interest contemplated by these Terms and Conditions and the Applicant agrees to provide all assistance reasonably required to facilitate this, including amending or updating that registration. The Applicant waives the right to receive notice of a verification statement in relation to any registration on the PPSA register.
(c) The Supplier and the Applicant agree that sections 96, 125 and 132(e)(d) and 132(4) of the PPSA do not apply to the Security Agreement created under this Contract.
(d) The Applicant waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA. The Applicant also waives its rights as a Grantor and/or a Debtor under sections 142 and 143 of the PPSA.
(e) The Applicant will unconditionally ratify any actions taken by the Supplier under this clause 11.
(f) This clause 13 will survive termination of the Contract to the extent permitted by law.

14. Change of Supplier details: The Applicant agrees to notify the Supplier of any change in ownership or address. The Supplier may register a Financing Change Statement under the PPSA if required. Notwithstanding any change in the Applicant’s ownership/trading structure or any advice by it to the Supplier of such change, the Applicant as set out on page one, will remain personally liable for all goods and services requested by it or on its behalf until it has received written confirmation from the Supplier that its account has been closed and full payment received and a new account has been opened in the name of the new entity.

15. No waiver: Failure by the Supplier to insist upon compliance with any provisions of the terms does not constitute a waiver of that provision and the Supplier shall be entitled to insist upon compliance with all provisions of these terms at any time.

16. Severability: If any provision or part of a provision of these Terms and Conditions is found to be invalid or unenforceable then that provision or part of a provision shall be severed and the remaining provisions shall continue to be binding and have full force and effect on the Supplier and the Applicant.

17. Set-off: The Supplier may at any time set-off amounts owed by the Supplier to the Applicant from the amounts owed by the Applicant to the Supplier.

18. Defects and warranties: Claims in respect of defective goods must be notified within 24 hours of delivery and the goods must be returned by the Supplier’s nominated carrier or such other method as advised by the Supplier. No claims levied against the Supplier in relation to loss or damage of goods or defective workmanship will be considered unless all amounts owing by the Applicant to the Supplier have been paid in full. All guarantees, warranties and implied conditions in respect of the goods other than those provided for by statute are hereby expressly excluded.

19. Delivery: The Supplier will use its best endeavours to deliver the goods within the delivery window specified by the Applicant. However, should there be any delay beyond the reasonable control of the Supplier, the Supplier will have no liability for any loss incurred by the Applicant.

20. Jurisdiction: The governing law for this credit agreement is the law of the State of Queensland and the parties submit to the non-exclusive jurisdiction of the Queensland Courts and courts of appeal therefrom for all purposes of or in connection with this agreement.

21. General: The Supplier is not liable for any costs incurred in the completing of this Credit Application form and is not in any way obliged to give reasons if credit is denied.