2019.07.06 Credit Application
6. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 6 6.3 Until al l outstanding m onies have been paid to GTX Trading for Products delivered to Customer: (a) Customer must separately store those Products in such a way that makes it clear that they are the property of GTX Trading; (b) in the even t of a default (specified in clause 13), GTX Tradi ng or its representative will be entitled, without the necessity of giving any notice, to enter premises occupied by Customer to search for and remove any of those Products without in any way being liable t o Customer, and may dispo se of or retain such Prod ucts as GTX Trading sees fit without being required to give notice or account to Customer. If the Products or any of them are wholly or partially attached to or incorporated in any other product, GTX Trading may (when practical) di sconnect them in any way necessary to remove the Products; and (c) all costs and expenses incurred by GTX Trading as a result of taking action in accordance with clause 6.3(b), together with transportation and storage charges, must be paid by Customer to GTX Trading on demand. 6.4 Until t itle to the Products passes to Customer, Customer acknowledges and agrees: (a) that the Products supplied and not resold are held by it as a bailee for GTX Trading; (b) Customer may resell the Products without the right of Customer to bind GTX Trading to any liabi lity to any third party (whether contractual or otherwise); (c) any resale of the Products must only be made on the condition the purchaser is expressly made aware of the existence of GTX Trading’s rights under this clause 6; (d) if the Products have been resold b y Customer, Customer will hold so much of the proceeds of sale as does not exceed the outstanding monies on trust for GTX Trading immediately when they are receivable or received; (e) when the proceeds held in trust for GTX Trading under clause 6.4(d) are rece ived they must either be paid immediately to GTX Trading or held in a separate bank account as trustee for GTX Trading and they must not be used by Customer in any other way wh atsoever; and (f) the authority co nferred on Customer by clause 6.4(b) may be revoked by written notice from GTX Trading at any time if GTX Trading deems the credit of Customer to be unsatisfactory or if Customer is in default in the performance of its obligations under any Contract, these Terms or any other agreement between GTX Trading and Customer. 6.5 This clause 6 creates a purchase money security interest in the Products, any goods in which the Products are used as a component, and all proceeds from their respective resale by Customer. Th e security interest is granted to secure Customer’ s proper performance of the Agreement and comes into effect when the Customer takes possession of the Products. For the avoidance of doubt, the Customer acknowledges and agrees that it grants to GTX Trading a security interest in all goods supplied by GTX Trading to the Customer whether now or in the future and in any proceeds from the sale of those goods. 6.6 The parties agree that pursuant to sections 115(1) and 11 5(7) of the PPSA the following sections of the PPSA will not apply to these Terms and any relate d Contract (to the extent permitted by law): Sections 95, 96, 117, 118, 121(4) 125, 127 129, 130, 132, 134(2) 135, 136(3), 136(4), 136(5), 137, 142 and 143. 6.7 For the purposes of section 14(6) of the PPSA the parties agree that any payments received by GTX T rading from the Customer pursuant to or in any way connected with this Agreement will be applied in such order as GTX Trading deems fit in its absolute dis cretion. 6.8 Customer consents and agrees that: (a) It must sign all documents and take all steps as GTX Trad ing may reasonably require in connection with the registration, perfection and enforcement of this purchase money security interest; and
11. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 11 17.6 Customer must not assign or otherw ise deal with its rights or obligations under these Terms o r a Contract without the prior written consent of GTX Trading. 17.7 These Terms and Contracts are governed by the laws of Victoria, Australia. The parties agree to submit to the non - exclusive jurisdiction of the courts of Victoria, Australia. 17.8 These Terms (toget her with the Contracts) contain the entire agreement of the parties with respect to its subject matter and may only be amended in writing. 17.9 These Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Nei ther party has any authority to act for or inc ur any liability or obligation on behalf of the other party in any manner. 17.10 The parties agree that subject to the provisions of these Terms, the United Nations Convention on Contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 do not apply to the supply of Products under these Terms.
2. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 2 Name of Director 1: Name of Director 2: Name of Director 3: Name of Director 4: Business/trade references Company name: Company name: Contact name: Contact name: Address: Address: City: Postcode: City: Postcode: Phone: Phone: Fax: Fax: E- mail: E- mail: Company name: Company name: Contact name: Contact name: Address: Address: City: Postcode: City: Postcode: Phone: Phone: Fax: Fax: E- mail: E- mail: Declaration Have you or your officers or affiliates ever filed a petition in bankruptcy? Yes: No: Are you or your company subject to any litigation? Yes: No: If so, describe: I/We declare that the above information is true, correct and complete and is given to induce GTX Trading Pty Ltd (GTX Trading) to extend credit. Agreement 1. All invoices are to be paid in accordance with the agreed payment terms 2. I/We have read the Terms and Conditions of Sale enclosed forming part of this Application and agree to be bound by them and any updated Terms of Sales that they will apply to any sale of goods or supply of services by GTX Trading. 3. By submitting this application, you authorise GTX Trading to make inquiries/credit investigation including contact the banking and business/trade references that you have supplied. You authorise all banking, business/trade references and credit reporting agencies to disclose to GTX Trading any and all information concerning the financial and credit history of your company and yourself. 4. If GTX Trading agrees to extend credit, GTX Trading may terminate that credit at any time by written notice. Comments Authorised Signatures Printed Name: Printed Name:
4. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 4 2.2 GTX Trad ing may in its absolute discretion determine from time to time a “Specified Order Quantity”, being the minimum order v alue or quantity for each order of Products to be supplied to Customer. 2.3 All orders will be subject to acceptance by GTX Trading, which may decline an order or accept an order in whole or p art in its absolute discretion. Customer acknowledges that acceptance of an order by GTX Trading will not imply that GTX Trading will accept any future order(s) placed by Customer. 2.4 Once accepted by GTX Trad ing, an Order may not be cancelled by Customer exc ept with the express consent of GTX Trading. 2.5 Upon the acceptance of each Order by GTX Trading, a separate contract of sale will arise. Each Contract will comprise the accep ted Order and these Terms. If ther e is any inconsistency between these Terms and ano ther provision in a Contract then the provision in the Contract will prevail only to the extent of the inconsistency. 2.6 For the avoidance of doubt no terms or conditions of Customer, including any terms or conditions printed on or referred to in Customer’s o ffer to purchase or order will be binding on GTX Trading or have any legal effect unless expressly agreed to in writing by GTX Trading. 3. Price and Payment 3.1 Th e price of the Products is specified in the Contra ct. Unless the Contract states otherwise, GTX Trad ing may alter the price at any time prior to acceptance of an order without prior notice. 3.2 Customer must pay GST or any other tax duty, levy, tariff or charge applicable to the supply of the Products in addi tion to, and at the same time as, payment of the p rice. GTX Trading will provide Customer with a tax invoice as required by law. 3.3 Unless the Contract states otherwise, Customer must pay the Price f or Products supplied to it within 30 days of the date of the invoice for such Products. 3.4 Customer must not with hold payment or make any deduction from the invoiced price or any other amount owing to GTX Trading without GTX Trading’s prior written consent. 3.5 Receipt of any amount will not constitute payment until such time as the amount is paid or honoured in full. 3.6 GT X Trading may in its discretion allocate a payment that does not specifically identify the invoice for which such payment is made i n satisfaction for monies owing under any outstanding invoices without rega rd to the date of those invoices. 3.7 GTX Trading may charge interest on any overdue monies in its absolute discretion at the rate which is 2% above the rate charged by GTX Trading ’s major banker for commercial overdraft balances of over $100,000 from time to time (To be determined), calculated from the due d ate for payment of the outstanding amount until the date of payment by Customer. Any payment made by Customer will be credited first against any interest that has accrued. 3.8 GTX Trading will be entitled to re cover from Customer all legal and other costs incu rred by GTX Trading arising from Customer’s default in payment and the collection of any overdue monies . 3.9 GTX Trading may in its absolute discretion conduct periodical review on any agreed terms of payment i n consideration of changes in trading conditions, a satisfaction of any agreed sales volume, history of payments and/or whether agreed terms of payment was fulfilled. Any changes will be informed and the customer would provide an opportunity to respond, an d an interim payment term may in - placed until the review finalised. 4. Delivery Terms 4.1 Any timeframes quoted by GTX Trading for delivery of the Products are estimates only. GTX Trading will use its reasonable endeavours to supply the Products in the quantities specified in the relevant Contract.
5. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 5 4.2 GTX Trading w ill not be liable for an y loss suffered by Customer arising out of any delay or failure to deliver the Products (or any part of them) or failure to deliver in the requested quantities. 4.3 GTX Trading is entitl ed to refuse to deliver the Products to Customer i f there are any out standing monies owing to GTX Trading. 4.4 Delivery of the Products will be made in the manner and at the place specified in the relevant Contract or if not specified, delivery will be made as determined by GTX Trading. 4.5 Customer agrees to acc ept delivery of the Products at any time between 9.00am to 5.00pm on a Business Day. 4.6 If GTX Trading fails to deliver some or all of the Products pursuant to a Contract, Customer will not be entitled to cancel that Contract or any other order, Contract or delivery. GTX Trading will not be obliged to accept any claims for shortages of deliveries or non - conforming Products unless written notice of the claim is given to GTX Trading within 10 Business Days after receipt by Customer of the Products at the deliver y de stination. 4.7 If GTX Trading supplies the Products pre - packed and labelled, Customer must not sell, supply or otherwise deal with the Products unless the packaging and labelling remains intact, and Custome r must not alter, remove, conceal or tamper with a ny batch numbers or other means of identification used in relation to the Products. 4.8 If Customer does not, or indicates to GTX Trading that it will not, take or accept delivery, then the Products will be dee med to have been delivered when GTX Trading was wi lling to deliver them. 4.9 GTX Trading reserves the right to deliver the Products by instalments. Each instalment may be invoiced separately and will be deemed to be a separate contract under the same provisions as the main Contract. 4.10 GTX Tradi ng may suspend or cancel delivery of the Products if GTX Trading reasonably believes that the Products may cause injury or damage (including for technical, scientific, medical or efficacy reasons) or may infringe the intell ectual property rights of any per son, or if paymen ts owing from Customer to GTX Trading remain outstanding. No such suspension or cancellation will in any way constitute an admission of liability or fault on GTX Trading’s part. 4.11 GTX Trading may in its absol ute discretion charge any delivery costs that incu rred for delivery the Products to its Customer. 5. Containers and Pallets 5.1 GTX Trading may in its absolute discretion to include any pallets or containers used for the delivery, storage or display of the Produc ts in the Price and will remain the property of their owner. 5.2 In such case, Customer must promptly return or exchange the pallets and containers in its custody on the day of delivery (unless otherwise agreed with GTX Trading) or reimburse GTX Trading the co st of replacement or repair of lost or damaged pal lets or containers. 5.3 And GTX Trading may charge a deposit to Customer for a pallet or container which will be credited in full if the pallet or container is returned to GTX Trading within 3 months of dispatc h and is in good order and condition. 6. Risk an d Tit le 6.1 Legal and beneficial ownership in the Products will not pass to Customer until Customer has paid in full the price for those Products. 6.2 Risk of loss of or damage to the Products will remain with GTX T rading only until the first of the passi ng of titl e to the Products to Customer, or delivery of the Products by GTX Trading to Customer in accordance with clause 4. Thereafter risk of damage to, or loss or deterioration of, the Products from any cause what soever passes to Customer.
7. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 7 (b) The security interest created by this agreement or any other document relating to the subject of this agreement may be registered with the relevant authority or public register; and (c) GTX Trading is not obliged to give any notice or documents under the PPS A unless the relevant obligation cannot be excluded. Customer waives it s right to be provided with verification statements pursuant to section 157 of the PPSA. 7. Warranties 7.1 GTX Trading warrants that all Products supplied by GTX Trading or a GTX Tr ading Affiliate to Customer will, subject to this clause 7, comply with GTX Tradin g’s specifications for those Products (or if no su ch specifications exist, will be free of defects in materials and manufacture), until the end of the registered shelf life o f such Product, or if there is no registered shelf life, until the date falling 12 months from the date of delivery of the Products by GTX Trading to Customer (the Warranty Period). 7.2 If a Product does not comply with the warranty set out in clause 7.1 and Customer notifies GTX Trading in writing of the defect during the Warranty Period w ithin 10 Business Days of the defect coming to its notice, GTX Trading will, at its option, either exchange the Product for a new Product, or refund the Price paid for t he Product. 7.3 When a refund is given pursuant to clause 7.2, the Product for which the r efund is provided must, at GTX Trading’s option, b e destroyed or returned to GTX Trading by Customer, at Customer’s expense, and if returned becomes the property of GTX Trading. 7.4 The warranty in clause 7.1 does not apply: (a) as a result of any acts or omission s by any person other than GTX Trading or any exte rnal cause; (b) if the defect is due to the Product being used for purposes other than for purposes for which it was intended or which do not fall within the scope of any regulatory approval; (c) to a Product that has been modified without the written permission o f GTX Trading; or (d) if the Product has not been stored or transported in accordance with GTX Trading’s recommendations. 7.5 The benefit of the warranty i n clause 7.1 is personal to Customer and is not assignable without the prior written consent of GTX Trading. 7.6 Except as expressly set out in these Terms, and subject to any terms, warranties or conditions that by law may not be excluded (including thos e under sections 51, 52 and 53 of the Australian Consumer Law), all conditions, warranties, terms, and obligations expressed or implied by law or otherwise relating to the performance of GTX Trading’s obligations under these Terms, or any goods or services supplied, or to be supplied, by GTX Trading under these Terms, are excluded and the rights set out in this clause 7 are the sole and exclusive remedies of Customer with respect to defective Products. 7.7 The warranties will not extend to any circumstance s to loss of profits, or other economic loss, or to loss arising from negligence or any other case, whether direct, ind irect, special, consequential or otherwise. 8. Credits 8.1 Credits sought for returned Products are at GTX Trading’s discretion. Wher e accepted, GTX Trading may charge a reasonable administration fee in respect of all returned Products. For the avoidance of doubt , no Products will be accepted for return for more than 180 days from the date of invoice. 8.2 Products, in respect of which a credit is sought and approved by GTX Trading, must be returned to GTX Trading’s pre mises freight free in good and saleable condition in the original containers and packaging in which they were supplied, and accompanied by the number and date of GTX Tradi ng’s supplying invoice. 9. Assistance and Materials Supplied by GTX Trading
8. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 8 9.1 Subject to o bligations imposed on GTX Trading by the law which cannot be excluded or modified by these Terms, and subject to any contrary provisions in a Contract, any advi ce, recommendation, information, assistance or service provided by GTX Trading in relation to Products and their use or application is given in go od faith but is provided without liability or responsibility on the part of GTX Trading and without intention that Customer should rely thereon. 9.2 Any material supplied by GTX Trading for advertising and disp lay is issued to Customer for use in its own business and is not intended for circulation or distribution to the public. Such material will remain the property of GTX Trading, must be returned by Customer to GTX Trading upon request and must not be modifie d without GTX Trading’s prior consent. 10. Recalls 10.1 The Customer agrees to provide to GTX Trading written reports of all Adverse Events and Product Technical Complaints regarding Products and any related service(s) that come to their attention by fax (+61 3 9016 5372) or e - mail ( [email protected] ) w ithin one (1) business day of becoming aware of such events/complaints. 10.2 For the purposes of this Agreement, an “Adverse Event” shall mean any event due to the counterfeit of the product. A “Product Technica l Complaint” is any report (written, ele ctronic or verbal communication) about a potential or alleged failure of a Product in its quality (including the identity, durability, reliability, safety, efficacy or performance) or suspect counterfeit. The complaint may or may not represent a potential risk to th e Customer or to any end - user of such Product. 10.3 Customer agrees that, unless otherwise required by law or applicable regulatory authority, GTX Trading shall be solely responsible for determining if any Product recall or removal from a sale s hould occur. Cus tomer agrees to co - operate to the fullest extent possible to diminish any risk to the public from an Adverse Event or Product Technical Complaint, including taking the following actions (as directed by GTX Trading): (a) removing Products t hat may be affected b y an offer for sale to the public; (b) recalling Products that may be affected where they have been sold; (c) complying with all laws, regulations and notice requirements in relation to product recalls; (d) disseminating information that has been approved by GTX Tradi ng and which in GTX Trading’s opinion is necessary or desirable to limit any harm, loss or damage that may be caused in any way in relation to the matter; and (e) complying with any other directions and correct ive actio n required by GTX Trading in relation to the matter. 11. Limitation of Liability 11.1 Any provision of these Terms that excludes any terms, conditions or warranties, or limits the liability of a party will apply only to the extent permitted by law and thes e Terms will be construed subject to such terms, c onditions, warranties and limitations. 11.2 Subject to clause 11.1, where any terms, conditions or warranties are implied by law into these Terms which the law expressly provides may not be excluded, r estricted or modified, or may be excluded, restricted or mod ified only to a limited extent, the liability of GTX Trading to Customer under such implied terms, conditions or warranties is limited, at the option of GTX Trading, to the repair or replacement of goods, o r payment of the cost of repairing or replacing th e goods. 11.3 Except as expressly provided in these Terms, to the extent permitted by law, GTX Trading will have no liability to Customer, however arising and under any cause of action or theory of liability, in respect of special, indirect or consequential dam ages, loss of profit (whether direct or indirect) or loss of business opportunity. 12. Indemnities
3. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 3 Title: Title: Date: Date: Office Use Only: Comments: Account Opened By: Price List: Maintenance Completed By: Date: Please always refer to https://www.gtxtrading.com.au/shop/terms for the latest Terms of Sa les . TERM S AND CONDITION S O F SALE 1. Definitions and Interpretation 1.1 In th ese T erms a nd a ny re lated C ontract, unl ess t he contrar y intenti on appears: Affiliate means an entity or company which directly or indirectly, through one or more i ntermediaries, controls is controlled by or is und er common control with a party. GTX Trading means GTX Trading Pty Ltd (ABN 4 7 136 549 409). Business Day means a day that is not a Saturday, Sunday or public holiday in Victoria or, for deliveries of Produc ts, at the place of delivery. Contract means a con tract for sale as referred to in clause 2.5. Customer means the person who orders Products from GTX Trading, whether by telephone, facsimile, email, in person, through GTX Trading's online ordering system o r otherwise. Force Majeure means any circumstance beyond the reasonable control of a party which results in a party being unable to observe or perform on time an obligation under these Terms. GST has the same meaning as in the A New Tax System (Goods & Se rvices Tax) Act 1999 (Cth) (as amended). Insolvenc y Event means circumstances in which Customer is unable to pay its debts as they fall du e or otherwise takes any corporate action or any steps are taken or legal proceedings are started for: (a) its winding - up, dissolution, liquidation, or re - organisation, other than to reconstruct or amalgamate while solvent on terms approved by GTX Trading; (b) the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of it or o f any of its revenues and assets; or (c) seeks protection or is granted protection from its creditors, under any applicable legislation. Order means a purchase order for Products which has been accepted by GTX Trading but excluding any terms or conditions printed on or referred to in Customer’s purchase o rders or other documentation unless expressly agreed to in writing by GTX Trading. PPSA means the Personal Properties Securities Act 2009 (Cth) (as amended from time to time). Products mean the goods purcha sed or to be purchased by Customer from GTX Tradin g which are the subject of a Contract. Terms mean these terms and conditions of sale . 2. Orders 2.1 All orders for Products must be placed in the manner and form required by GTX Trading from time to time.
1. GTX Trading Pty Ltd STRICTLY CONFIDENTIAL Version.20 19.07.06 Cre dit Application Form 1 CREDIT APPLICATION Business contact information Full Trading Name: Phone: Fax: E- mail (invoice/online account): Delivery Address (unless otherwise advised): City: State: Postcode: In business since: A.B.N: Type of Business: Contact (A/Cs Payable): Estimated Monthly Purchase: Do you quote Order Number? Yes: No: Sole trader: Partnership: Company: Trust: Business and credit information Postal address: City: State: Postcode: Telephone: Fax: E- mail: Bank name: Bank address: Phone: City: State Postcode: If Sole Trader or Partnership Individual/Partner 1: Telephone: Address: City: State: Postcode: Partner 2: Telephone: Address: City: State: Postcode: Partner 3: Telephone: Address: City: State: Postcode: Partner 4: Telephone: Address: City: State: Postcode: If Registered Company or Trust Company/Trustee Name: A.C.N: Registered address: City: State: Postcode: Paid Up Capital: Date of Incorporation: A.B.N. 47 136 549 409 PO Box 519 Glen Waverley VIC 3150 t: +61 3 9012 7659 f: + 61 3 9016 5372 e: [email protected] gtxtrading .com.au www. gtxtrading .com.au
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