TERMS AND CONDITIONS
You agree that these terms and conditions apply if we provide you with credit to buy our products.
2. Words used in this document
“we”, “us” and “our” means Australian Fresh Leaf Herbs Pty Ltd (ABN 27 968 199 632) of 30 Fiveways – Clyde Road, Clyde, Victoria, 3978.
“outstanding balance” means all money you owe us, now or in the future, alone, together, or with another person, and any costs or losses we incur if we exercise our rights or powers on default.
3. Before we open your account
3.1 Before we open your account and accept orders from you, you must give us all documents and information we require, in a form we accept, including:
(a) account application form;
(b) a copy of these terms signed by you;
(c) each security for payment required by us (for example: directors guarantee or bank guarantee) is signed by you or the security provider;
(d) any other conditions we notify to you.
4. Your representations and promises
4.1 You represent to us that each of the following is true and correct and not misleading:
(a) all information you have given us about your account application is true and correct and not misleading;
(b) you have not withheld from us any document or information that may substantially affect our decision to open an account in your favour;
(c) these terms and each security are legal, valid, enforceable and binding obligations;
(d) an insolvency event has not occurred about you.
4.2 If you are a trustee of a trust, you represent to us each of the following is true and correct and not misleading:
(a) you have given us written details of the trust;
(b) you have power and authority as trustee to apply for credit, to accept these terms and to place orders for our products, and you are not in breach of the trust by doing these things;
(c) the trust deed for the trust has not been and will not be amended without our prior consent in writing;
(d) unless you tell us otherwise, you are the only trustee of the trust and no step has been taken to remove you or to appoint another trustee;
(e) the trust has not ended and no event has occurred allowing vesting the trust assets or the bringing forward of the vesting date;
(f) the trust complies with all laws and is a valid trust;
(g) you may be indemnified out of trust assets (before any trust beneficiary) for all liabilities you incur with us;
(h) you have complied with all obligations and duties under the trust;
(i) you enter into and are liable to use under these terms both as trustee for the trust assets and personally;
(j) your performance of your obligations under these terms is for the trust’s commercial benefit and interest and benefits the trust beneficiaries and for a proper purpose of the trust.
4.3 If you are a trustee of a trust and another person is appointed as trustee with you or to replace you, ensure that person signs all documents and does all other things we require to be bound by these terms.
5. Your account
5.1 Once all matters in clause 3 are satisfactorily completed, we agree to open an account in your name and accept orders from you subject to paragraph 6.
5.2 When we open an account in your name we will impose a credit limit on your purchases from us.
6. Your Orders
6.1 We need not accept an order from you if:
(a) your outstanding balance exceeds your credit limit;
(b) you are in default;
(c) a guarantor notifies us of his or her withdrawal from, or limit to, any guarantee, indemnity or guarantee and indemnity given to guarantee your obligations under these terms .
Australian Fresh Leaf Herbs will take the responsibility of delivering products directly to the customer at which the customer takes responsibility for goods. .
8. Passing of title to the Products
You have these options to determine when title to your products passes to the customer:
1. Title passes on payment for the products
9. How you must pay
9.1 The money you owe us must be paid within agreed trading terms displayed on your invoice (unless otherwise agreed by us in writing) in how we tell you (for example, by cheque, Credit card or by direct debit authority from a nominated account).
9.2 You must make all payments without a deduction, set-off, counterclaim or condition unless required or permitted by legislation.
10. How we deal with your payments
10.1 We may allocate payments we receive from you or another person to pay the outstanding balance in the order we think fit.
10.2 If we credit your account for an amount payable to us which is dishonoured or not met on presentation, we may reverse that credit.
11. Statement of account
11.1 We will send your statements of account and invoices at times and in the manner we determine.
12.1 We charge interest on the outstanding balance.
12.2 We debit interest on your account.
12.3 The interest rate is the rate we set occasionally. An Interest at 10 % per annum plus the rate for the time being fixed by section 2 Penalty Interest Rates Act 1983 is payable on any money you owe us owing during the period of default, affecting none of our other rights.
12.4 Interest is calculated daily on the overdue amount. The total daily interest for a calendar month is debited, and is due for payment, on the last day of that calendar month. On the first day of the next calendar month (if not paid), the total of the interest is added to the overdue amount. The interest is charged on the whole of the new overdue amount;
12.5 We may use money you pay us to reduce any part of the outstanding balance.
13.1 Claims will not be accepted 24 hours after stock is received.
14. What you must tell us
14.1 You must promptly notify us in writing if the following occur:
(a) you change your address;
(b) any event occurs that substantially affects your ability to pay an amount due to us;
(c) on the facts existing when we opened your account, you learn a representation is no longer true or correct or is misleading; or
(d) a default occurs.
15. Information you must give us
15.1 You must give us all information or documents we may reasonably request occasionally about your financial position.
16. You must not assign your rights
16.1 You must assign none of your rights without our prior consent in writing.
17. Default – When you are in default
17.1 You are in default if any one of the following occurs without our consent:
(a) any money you owe us is not paid on time, or as agreed by us in writing;
(b) you do not comply with any other obligation in these terms ;
(c) a statement (representation or promise) you made about yourself is not true, incorrect or is misleading;
(d) you do not comply with a promise or undertaking you have given us ;
(e) a court order is made against any of your assets;
(f) a receiver, or similar person, is appointed over any of your assets;
(g) all or any part of these terms or a security provided by you or a security provider is or becomes void, unenforceable or of limited force or limited effect;
(h) a government body issues or enforces a process (for example, a distress, attachment, execution) against any of your or a security provider’s assets and this process is not satisfied or set aside within 7 days;
(i) you suspend payment of your debts or threaten to do so;
(j) an insolvency event occurs about you; or
(k) you are the trustee of a trust and the following occur:
(i) you cease to be the sole trustee of the trust;
(ii) you do or omit to do anything and this is in breach of trust;
(iii) another person is appointed as trustee of the trust besides you;
(iv) there is a vesting of rights or interests in the trust;
(v) the trust is wound up or ended or steps are taken to wind up or end the trust; or
(vi) any application is made to, or order sought from, any court about the trust assets or the administration of the trust.
(l) you are an individual (that is, not a corporation) and the following occur:
(i) you enter a scheme of arrangement with your creditors;
(ii) you are declared bankrupt by the court;
(iii) you are not capable of managing your own affairs;
(iv) you die.
(m) you are a corporation and the following occur:
(i) a change in share ownership affects control of you or of your holding corporation;
(ii) a receiver is appointed;
(iii) an application or order is made, or a resolution is passed, for your winding up;
(iv) the Australian Securities Commission (or equivalent authority) strikes your name off it register of corporations;
(v) you are a listed corporation and your listing is cancelled or is suspended for over 14 days;
(vi) you enter into a scheme of arrangement with creditors.
(n) there is a guarantor and the following occur:
(i) the guarantor is declared bankrupt by the court;
(ii) an application or order is made for the winding up of the guarantor;
(iii) the guarantor assigns or attempts to assign the guarantor’s rights or obligations under the mortgage or the guarantee;
(iv) the guarantor dies.
18. Notice requirements
18.1 If you default by not making a payment on time you agree that we need not give you notice or wait any time before exercising our rights or powers under these terms.
19. What we may do if you default
19.1 If you default, we may do anyone or more of :
(a) exercise our rights or powers;
(b) require you to immediately pay the outstanding balance and all other money you owe us; and
(c) enforce any security given by you or a security provider;
(d) exercise any rights or powers available to us under the law;
(e) charge you interest under paragraph 13;
(f) sue you for the outstanding balance.
19.2 If a default occurs and you are the trustee of a trust (whether or not we know about the trust) we may also:
(a) directly access the trust assets to repay the outstanding balance and any other money you owe under this agreement; or
(b) require you to, and you then must, exercise all rights you have against the trust assets and the trust beneficiaries to repay the outstanding balance and any other money you owe us.
20. Set off on default
20.1 We may also set off any other debt or monetary liability we owe you against amounts due and payable by you under these terms.
21. Our rights
21.1 If we omit to or exercise no right under these terms and conditions, this does not mean we have waived or given up that right or that we cannot exercise it later.
21.2 Our rights are only waived or given up if the waiver is in writing and signed by us or our authorised employee or agent. The waiver or consent is only effective for that circumstance and for that purpose.
22. We may assign our rights
22.1 We may transfer or assign any of our rights, benefits or obligations under these terms. We do not need your consent to do this.
22.2 If we assigned or transfer our rights under these terms to another person, a reference to “we”, “us” or “our” includes that person. The person may exercise our rights under these terms.
23. Protection of our rights
23.1 If these terms contradict any law, the rights given by the law do not apply or are varied as far as they are inconsistent. This applies as far as the law does not prohibit it.
23.2 A right given by law to us, our employee or our agent adds to the rights in these terms and the security.
23.3 If any law or a lawful requirement of a government body makes illegal, void or unenforceable:
(a) a right given to us in these terms ; or
(b) a provision of these terms , then the right or provision is limited or omitted as far as it has that effect.
24. Changes to these terms
24.1 We may change these terms by sending a copy to you by the next statement.
24.2 We and you may change these terms if the agreed change is in writing and signed by us and you.
25.1 These terms :
(a) set out, all the conditions between you and us about the provision of credit to you to buy our products;
(b) supersede any other representation, promise or statement made by us or any of our employees or agents;
(c) are governed by and must be interpreted according to Victorian law.
25.2 A provision in these terms that is prohibited by law or unenforceable in whole or in part is only ineffective to the extent it is prohibited or unenforceable. It invalidates no other provision.
25.3 We may give you a certificate about any matter about these terms, including any amount payable by you. Our certificate is enough evidence of the matter or amount unless proved incorrect.