Terms & Conditions

ALLMARK & ASSOCIATES PTY LTD ABN 65 008 735 966 314 Charles Street, North Perth, Western Australia Telephone: (08) 9328 3977 Facsimile: (08) 9227 7264 

SUPPLIER'S TERMS AND CONDITIONS OF TRADING ("The Supplier's Trading Terms") 

1. The parties acknowledge that these terms and conditions of trading: 

(a) regulate the provision of credit from AI!mark & Associates Pty Ltd ("the Supplier") to the Applicant ("the Client") named in the application for establishment of a commercial credit account; 

and 

(b) apply to any contract of agreement between the Supplier and the Client for goods supplied, or work or services performed for the Client; and 

(c) are to be read as subject to the conditions of any other written contract or agreement between the Supplier and Client to the extent of any inconsistency. 

2. The Client acknowledges that it is not entitled to any credit facilities until it receives notice in writing from the Supplier stating that credit facilities have been granted. Until the Client receives such notice in writing from the Supplier, goods supplied or work or services performed, shall only be on a cash-upon-delivery basis. 

3. Both parties agree that in the event of the Supplier granting to the Client time to pay for any goods supplied, or work or services performed, shall not be a waiver by the Supplier of any of the terms of this agreement and will not be considered directly or indirectly as a granting by the Supplier of credit facilities to the Client and no credit shall be granted unless stated in a notice in writing. 

4. The Supplier will make all reasonable efforts to have goods supplied, or work or services performed for the Client on the date agreed between the parties. However, the Supplier shall be under no liability whatsoever should goods supplied, or work or services performed, not be made on this date. The Supplier reserves the right of supplying goods, or work or services performed, in full or in part. 

5. In the event of the Supplier granting credit facilities to the Client then the following terms and conditions shall apply: 

5.1 The cost of goods supplied or work or services performed by the Supplier to the Client must be paid for within 30 days of the date of the Supplier's invoice ("the Payment Period"). 

5.2 Where payment in full is not received by the Supplier prior to the expiry of the payment period then the Client shall be liable to pay interest on the amount outstanding as at the expiry of the payment period at the rate 18% (eighteen per centum) per month until payment in full is received by the Supplier. 

5.3 The Supplier is irrevocably authorised to allocate the payment of any monies received from time to time from the Client towards any outstanding account incurred with the Supplier by the Client. 

5.4 If any goods supplied, or work or services performed by the Supplier is taxable, within the meaning of the A New Tax System (Goods and Services) Tax Act 1999 (Cth), the Client will pay to the Supplier, the GST, in addition to the cost of the goods supplied, or work or services performed. 

6. The Client acknowledges that the Supplier may: 

6.1 refuse application for credit facilities; 

6.2 withdraw or vary credit facilities or otherwise at the Supplier's absolute discretion without prior notice; 

6.3 withhold supply irrespective of whether an order has been accepted or not, if for any reason the Supplier determines in their absolute discretion that no further credit is to be extended to the Client. 

7. The Client shall no later than 14 days prior to any proposed change, notify the Supplier of any change, alteration or addition to the Client's internal structure, including any changes in shareholding or directorship and provide full details of the property changes, alterations or additions to the Supplier. 

7.1 Unless the Supplier acknowledges in writing, acceptance of the intended change, alteration or addition, such credit facilities as have been granted to the Client shall forthwith be terminated and all monies under this agreement shall become immediately due and payable and shall be paid forthwith. 

8. Retention of Title 

8.1 Property in and ownership of goods supplied does not pass to the Client until all monies due to the Supplier by the Client for all goods supplied by the Supplier to the Client at any time has been paid in full. This clause shall have effect notwithstanding that the goods may have been used by the Client in some manufacturing, construction or other process. 

8.2 The Supplier accepts the risk of loss, of damage to, the goods only up to the time that risk passes to the Client. Such risk passes to the Client upon delivery of the goods or upon title in the goods passing to the Client, whichever is the earlier. 

8.3 Until the Supplier receives payment in full for all goods supplied to the Client, the Client shall hold the goods as fiduciary agent and/or bailee of the Supplier. The Client must store the goods separately from all other goods and ensure that the goods are clearly identifiable as the Supplier's goods. 

8.4 The Supplier may without prejudice to any other rights and without liability to any person in trespass or otherwise enter the premises of the Client where the goods are located and recover possession of the goods it 

(a) payment has not been made for all goods supplied by the Supplier to the Client at any time; or 

(b) the Client has a liquidator, provisional liquidator, receiver, receiver and manager, mortgagee's agent, administrator or deed administrator appointed to it or enters into any scheme of arrangement with its creditors or any other form of insolvency administration or (in the case of an individual) commits an act of bankruptcy. 

(c) If before property in and ownership of the goods passes to the Mont, the Client sells or otherwise deals with any interest in the goods in any form to a third party (including 

when the goods have been mixed with other goods by manufacturing or otherwise) the Client does so solely as a trustee for the Supplier. 

(d) The Client will keep separate and hold on trust for the Supplier all monies received and property purchases with such monies from such sale or dealing as relates to the goods. Such port of any monies received (whether the goods have been sold or usedin some manufacturing or construction process) that relates to the goods shall equal in dollar terms the total amount owing by the Client to the Supplier for the supply 01 any goods by the Supplier to the Client at the time of receipt of such monies. 

9. The Client agrees to accept service of any legal process by pre-paid post addressed to the Client's registered office in the case of a company, or in the case of a person at the address appearing on the application, or last address notified in writing to the Supplier. 

10. The Client shall be liable for and shall promptly pay to the Supplier: 

(a) any legal costs incurred by the Supplier on a solicitor/client basis; 

(b) any court, bailiff costs and services fees incurred by the Supplier; and 

(c) any fees paid to a debt collector. 

in respect of any action or court proceedings taken by or on behalf of the Supplier for the recovery of any monies due by the Client to the Supplier pursuant to this Agreement. 

11. Jurisdiction: 

11.1 This agreement is governed by the laws of Western Australia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia. 

11.2 All legal proceedings shall take place in Perth In the State of Western Australia.