“Agreement” means the agreement for supply of goods and/or services between FLEXISTRUT BUILDING SERVICES PTY LTD and the Customer, which shall include that person’s servants, agents, and permitted assigns.
In these terms and conditions of sale,
(a) The singular shall include the plural and vice versa; (b) Words importing any gender shall include the other gender.
(1) To pay for all goods sold and delivered or services provided on or before the last day of the month following the month in which the goods were delivered or the services were provided irrespective of the date upon which any invoice or statement for or in respect of such goods or services was received by the Customer or within such other period of time as may be notified from time to time by the Supplier.
(2) That all sales of goods are made and services are provided to the Customer by the Supplier only upon the terms contained in the Supplier’s condition of sale. Until altered conditions are notified.
(3) That the Customer will pay for all goods sold and delivered or services provided by the Supplier within 30 days of the date of invoice, or as may be notified by the Supplier from time to time.
(4) That a certificate signed by the manager, accountant, secretary, credit manager or credit officer for the time being of the Supplier in respect of any sale or delivery or price of any goods or the provision or price of any services by the Supplier or the amount due owing or payable from time to time to the Supplier in respect of the sale of goods, the provision of services or on any account whatsoever as at the date or dates set out in such certificate shall in all courts and at all times be prima facie evidence of the facts therein stated.
(5) The Customer shall indemnify the Supplier in respect of any taxes or stamp duties which may become payable by reason of or subsequent to any default in making payment in accordance with the terms of payment applicable from time to time.
(6) That the Customer will indemnify the Supplier against and agree to reimburse it for any expenses it may reasonably incur in recovering or attempting to recover payment from the Customer of the amounts which may from time to time be overdue.
(7) That the Supplier may at any time and from time to time alter its conditions of sale or the terms of payment and such altered conditions or terms shall apply in respect of all transactions taking place after notification of such altered conditions of sale or terms of payment.
(8) That the Supplier may at any time or from time to time without assigning any reason therefore refuse to extend any further credit.
(9) That where there is more than one Customer each Customer shall be jointly and severally liable hereunder and in this application and all terms hereof the singular shall be read and construed as including the plural.
(10) PROPERTY (ROMPALPA; RETENTION OF TITLE; RESERVATION OF TITLE)
Ownership of the goods contained in each delivery (“the goods”) shall remain with the Supplier who reserves the right to dispose of the goods until payment has been received in full.
(10.1) Passing of Title: Property in the goods shall be retained by the Supplier until the goods are resold by the Customer pursuant to the authority granted by sub-clause 10.2 provided however that if the goods are being purchased by the Customer otherwise than for the purpose of resale, property in the goods shall pass from the Supplier to the Customer when the contract price and all moneys payable to the Supplier by the Customer under the contract have been paid in full.
(10.2) Authority to Sell: Notwithstanding that property in the goods is retained by the Supplier, the Customer is authorised to sell the goods in the ordinary course of business provided that such authority may be revoked by written notice from the Supplier at any time if the Supplier deems the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations under the contract or any other contract between the Supplier and the Customer, and shall be deemed automatically revoked if the Customer shall commit any act of bankruptcy, enter into any composition or arrangement with its creditors, or (in the case of a company) do any act which would render it liable to be wound up or if a resolution is passed or proceedings are commenced for the winding up of the Customer or a receiver is appointed in respect of all or any assets of the Customer.
(10.3) Separate Storage: For so long as property in any of the goods is retained by the Supplier, the Customer, if so required by the Supplier, shall store separately those goods in respect of which property is retained by the Supplier and clearly identify such goods as the property of the Supplier.
(10.4) Sale Proceeds: Where goods in respect of which property has not passed to the Customer are sold by the Customer pursuant to the authority granted by sub-clause 10.2, any book debt created upon the sale of such goods and the proceeds of sale of such goods, when received by the Customer, shall be held upon trust by the Customer for the Supplier and any proceeds of sale so received by the Customer shall be placed in a separate bank account and shall first be applied towards the satisfaction of all indebtedness of the Customer to the Supplier and thereafter shall be retained by the Customer. Notwithstanding anything hereinbefore contained, the Supplier authorises the Customer to deal with any such proceeds of sale received by the Customer as if such proceeds of sale were the absolute property of the Customer provided that such authority may be revoked by written notice from the Supplier at any time if the Supplier deems the credit of the Customer to be unsatisfactory or if the Customer is in default in the performance of its obligations under the contract or any other contract between the Supplier and the Customer and shall be deemed automatically revoked if the Customer shall commit any act of bankruptcy, enter into any composition or arrangement with its creditors or (in the case of a company) do any act which would render it liable to be wound up or if a resolution is passed or proceedings are commenced for the winding-up of the Customer or a receiver is appointed in respect of all or any assets of the Customer.
(11) The Customer hereby acknowledges that until payment in full for the goods has been received by the Supplier, the Customer is under an obligation to the Supplier to account to the Supplier for the proceeds of the sale of the goods sold in the normal course of business.
(12) The Customer agrees forthwith to insure the goods for their full insurable value against loss or damage by fire, theft, accident and other such risk.
The Law of the State from which the Credit Providor trades from shall govern these terms and conditions.