2 GENERAL INTERPRETATION
In this Agreement, unless the contrary intention appears,
2.1 headings are for ease of reference only and do not affect the meaning of this Agreement; the singular includes the plural and vice versa; and other grammatical forms of defined words or expressions have corresponding meanings;
2.2 a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
2.3 a reference to a party includes its executors, administrators, successors and permitted assigns;
2.4 the order of the document has no relevance as to the importance of its contents;
2.5 words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies; and a reference to any statute or other legislation is to a statute or other legislation as amended or replaced from time to time.
3 TERM
3.1 This Agreement commences from the date of Execution of this Agreement;
3.2 This Agreement continues for as long as the Business uses Services, provided by or facilitated by the Company, unless otherwise terminated according to this document.
4 TERMINATION
4.1 The Parties reserve the right to terminate this agreement at any time by providing the other Party with 30 calendar day’s written notice.
4.2 On termination of this Agreement the Business will agree to cease from making any association between the Business and Company or related RBCs;
4.3 A party may immediately (or with effect from any later date it may nominate) terminate this Agreement by written notice to the other party if the other party materially breaches this Agreement and fails to remedy such breach within 14 days of receipt of notice from the first party specifying the breach and requiring it to be remedied, or the other party materially breaches this Agreement and the breach is incapable of remedy;
4.4 A party may immediately (or with effect from any later date it may nominate) terminate this Agreement by written notice to the other party if any step is taken to appoint a receiver, receiver and manager, an official manager, a controller, a liquidator, a provisional liquidator, an administrator or other like person of the whole or any part of the other party’s assets, undertaking or business, or if any step is taken by a mortgagee or chargee to enforce a security held in respect of the whole or any part of the
other party’s assets undertaking or business, or if any step is taken to enter into any scheme of arrangement between the other party and its creditors, or if the other party becomes insolvent or is otherwise unable to pay its debts as and when they become due.
5 CONSEQUENCES OF TERMINATION
5.1 Upon termination or expiration of this Agreement the Business must pay Company any outstanding moneys, fees or charges owed by the Business to Company within 7 days of the date of termination;
5.2 Upon termination the Business shall cease to be entitled to any benefits whatsoever previously available prior to the termination of Business;
5.3 Upon Termination due to breaches by the Business effected under clause 4.3 and 4.4 it shall be deemed that the Business has initiated the termination of Agreement and the subsidiary Product Service Schedules. Accordingly any early termination costs from such schedules shall be borne by the Business;
6 RETENTION OF TITLE
6.1 All goods referred to on any invoice from Company are sold on the basis that they shall be at the risk of the Business in all respects from and after delivery;
6.2 Property in the goods referred to shall not pass to the Business until all moneys shown on invoice have been paid in full;
6.3 Property in the goods referred to on any invoice shall not pass to the Business until all moneys on previous invoices for goods sold and delivered to the Business by Company for such goods have been paid in full;
6.4 The parties agree that payments by the Business to Company shall be applied as payment of the invoices nominated by the Business at the time of payment or in the absence of such advice the earliest outstanding invoice issued by Company to the Business;
6.5 Company shall be entitled to recover the goods from the Business's premises or elsewhere within business hours without notice at any time until the goods have been paid in full by the Business;
6.6 These conditions will apply to each offer, contract and any commercial transaction concerning the supply by Company and the Business.
7 CREDIT PROVISION
7.1 By executing this Agreement Company is notifying the Business that the Businesss Credit Application & Trading Agreement has been approved.
7.2 Company grants the credit facility to the sole trader or partnership or company (as the case may be) named as the Business in this application (the "Business") and operating under the trading name specified in this application;
7.3 Separate to this Agreement Company will notify the Business of the details of credit limit applied to the Businesss account with Company;
7.4 Company maintains the right to determine a credit limit from time to time;
7.5 The credit limit may be varied up or down at the discretion of Company;
7.6 The term for credit provided by Company may vary from time to time at the sole discretion of Company;
7.7 Company has no responsibility to the Business, to any Guarantor or any signatory for any unauthorized use of the credit facility by any person or persons who reasonably appear to be the Business or the agent or authorised representative of the Business.
7.8 The Business has received a copy of, and has read and understood the provisions set out in this Agreement;
8 ASSIGNMENT
8.1 The Business may not assign or attempt to assign this Agreement or any right under this Agreement without the prior written consent of Company which may be granted or withheld in the absolute discretion of Company and which if granted may be granted subject to such terms and conditions that Company may prescribe.
8.2 The Business will be deemed to have assigned this Agreement or any right under it if there is a material change in the control of or shareholding in the Business or its RBC’s.
8.3 Company may assign the Agreement to another party by notifying the Business in writing with 21 days notice.
9 ENTIRE AGREEMENT
9.1 This Agreement (as defined in clause 1.1 to 1.5 of this document) constitutes the entire agreement of the parties about its subject matter and supersedes any previous understandings or agreements on that subject matter. Each party acknowledges that in entering into this Agreement, that it has not relied on any statement made or conduct engaged in by another party or any person on behalf of another party other than the statements set out in this Agreement; and was not influenced or induced to enter into this Agreement by any statement or conduct of Company.
10 WAIVER
10.1 A waiver by a party of a provision of or of a right under this Agreement is binding on the party granting the waiver only if it is given in writing and is signed by the party or an authorised officer of the party granting the waiver.
10.2 A waiver is effective only in the specific instance and for the specific purpose for which it is given.
11 VARIATION OF AGREEMENT
11.1 Company may amend any part of the Agreement at any time without the Business' consent by giving not less than 20 business days notice in writing to the Business if the amendment does not in Company’s reasonable opinion have a material adverse effect on the rights of the Business or relates to improvements in the Company Service.
12 GOVERNING LAW
12.1 This Agreement is governed by the laws of Western Australia, Australia.
12.2 This Agreement is deemed to have been executed in Western Australia, Australia, and it is agreed that any course of action shall be confined to the Courts of Perth, Western Australia, Australia
