Trading Terms & Conditions


Definitions

"Applicant" means the applicant named in the Application for Commercial Account (attached to these Terms and Conditions).
"Australian Consumer Law" means schedule 2 of the Competition & Consumer Act 2010 (Commonwealth).
"BLA," and "I" and "We" and "Us" means AUS Holdco Pty Ltd (ABN 27 078 276 578) trading as BLA
"Contract;" means a contract between You and BLA for the supply of Goods and/or services.
"Customer," "You" and "Your" means the company/partnership/sole trader who is applying for the credit line facility and includes the Applicant.
"Products" means any goods which we supply.
"Insolvency Event" means failing or being unable to pay debts as they become due; becoming bankrupt or insolvent; being subject to liquidation or winding up; suffering the appointment of a manager, receiver, receiver and manager, administrative receiver or administrator (or any person carrying out an equivalent function); making any arrangement with or seeking protection from creditors; or being subject to any application or process giving rise to the above.
"Invoice" means BLA’s invoice for Products and/or Services.
"BLA Freight Policy" means the BLA freight policy published on the BLA Website, as amended from time to time.
"BLA Payment Terms" means the payment terms of BLA that are published on the BLA Website, as amended from time to time.
"BLA Price List" means the BLA price list, as amended from time to time.
"BLA Website" means the website address BLA.com.au
"Services" means any services we supply.

Payment terms

  1. The Customer must pay BLA for all Products and Services supplied and all other fees and charges that become payable by the Customer to BLA strictly within the BLA Payment Terms that are in force at the time that the order is placed.
  2. BLA reserves the right to vary the BLA Payment Terms from time to time without prior notice to the Customer. Variations will become effective when published on the BLA website.
  3. A credit limit may be set by BLA. The credit limit may be withdrawn or altered by BLA in its absolute discretion and at any time. Upon notification of any reduction of the credit limit, the Customer must immediately reduce any balance owing to BLA over the new credit limit. Upon notification that this credit facility is withdrawn, the balance of the Customer's credit account shall become immediately due and payable.

Pricing and Freight

  1. Orders for Products and Services submitted by the Customer will constitute an offer to BLA to purchase the Products and Services at the pricing set out in the BLA Price List at the time of order, or at such other price that BLA may from time to time notify to the Customer. BLA may revise Product pricing at any time in its absolute discretion. The Customer must also pay BLA any applicable freight charges as set out in the BLA Freight Policy. BLA reserves the right to vary the BLA Freight Policy from time to time without prior notice to the Customer. Any variations shall become effective when published on the BLA Website.

Returns and claims

  1. Subject to any rights that the Customer may have to reject Products and Services under the Australian Consumer Law:
    1. (a) The Customer will be deemed to have accepted the Products and Services as being in accordance with its order unless it notifies BLA in writing of any claim within fourteen (14) of receipt of the Products and Services. The Customer must specify in the notice the grounds upon which the Products and Services are rejected, with particulars of any alleged non-compliance with the Customer's order.
    2. (b) No return of allegedly defective or faulty Products and Services will be accepted by BLA unless BLA has given prior written authorization for the return.
  2. All claims are to reference the original invoice number and are to include a full description detailing the reason for return. Returns will not be processed unless this information is provided.
  3. Buy-in items will not be accepted for credit.
  4. Clauses 9, 10 and 11 will not apply where contrary to the Australian Consumer Law.

Limitation of liability

  1. Save for any terms, conditions, guarantees, warranties, indemnities or other rights which may arise under the Australian Consumer Law or other legislation and which cannot be excluded and for the express terms of any written product warranty that BLA may give to the end user of the Products and Services with respect to those Products and Services and save where otherwise contrary to the Australian Consumer Law , all warranties, whether express or implied including warranties as to fitness for any purpose and merchantability are expressly excluded.
  2. To the extent legally possible any liability that BLA may have to the Customer in relation to the Products and Services which cannot be excluded shall be limited to, at our discretion, either the replacement of the Products and Services or supply of equivalent goods, the repair of the Products and Services, the payment of the cost of replacing the Products and Services or acquiring equivalent goods, or the payment in cash of having the Products and Services repaired.
  3. Nothing in these terms and conditions shall be read or applied so as to exclude, restrict or modify any condition, warranty, guarantee, right or remedy implied by the law (including the Australian Consumer Law) and which by law cannot be excluded, restricted or modified.

Jurisdiction

  1. The Customer acknowledges and agrees that this agreement will be governed by the laws of Queensland, and the laws of the Commonwealth of Australia which are in force in Queensland.
  2. The Customer acknowledges and agrees that any contract for the supply of goods or services between BLA and the Customer is formed at BLA's registered address in the State of Queensland.
  3. The Applicant submits to the non-exclusive jurisdiction of the courts of Queensland and the relevant federal courts and courts competent to hear appeals from those courts.

Purpose of credit

  1. The Applicant acknowledges and agrees that the credit to be provided to the Applicant by BLA is to be applied wholly or predominantly for commercial purposes.

Formation of Contract

  1. Quotations made by BLA will not be construed as an offer or obligation to supply in accordance with the quotation. BLA reserves the right to accept or reject, at its discretion, any offer to purchase received by it. Only written acceptance by BLA of the Customer’s offer or delivery of Products and Services in accordance with an order will complete a contract.

Title and risk

  1. Risk in the Products shall pass to the Customer upon dispatch to the Customer’s nominated delivery point. However, title to the Products (whether or not attached, fixed or incorporated into any other property) shall remain with BLA until:
    1. BLA has received in full all sums due in respect of the Products;
    2. Customer sells the Products to a customer in accordance with clause 19; or
    3. BLA, by written notice being delivered by BLA to the Customer’s place of business, passes title in the Products to the Customer.
  2. Until title to the Products has passed to the Customer in accordance with clause 17, BLA will have a security interest in all the Products and the Customer shall:
    1. hold the Products on trust for BLA;
    2. store the Products separately from all other goods of the Customer or any third party;
    3. Not alter, destroy, deface or damage the Products and where applicable not remove any batch number or other identification, or any notice identifying or indicating that the Products are BLA’s property;
    4. maintain the Products in satisfactory condition; and
    5. keep the Products insured on BLA’s behalf for their full replacement value against all risks to the reasonable satisfaction of BLA (on request the Customer shall produce the policy of insurance to BLA).
  3. The Customer shall be entitled to sell the Products provided that the sale is in the ordinary course of its business and that it is carried out on an arm’s length basis at full market value. The proceeds of any such sale will be the property of BLA and must be held by the Customer on a fiduciary basis in a separate bank account for the benefit of BLA and will be payable to BLA immediately without demand.
  4. If payment for the Products is overdue in whole or in part, or if the Customer suffers any Insolvency Event, the Customer shall not be entitled to resell or part with possession of any Products still owned by BLA until the Customer has paid in full all sums owed by it to BLA. Furthermore, upon notice being delivered by BLA to the Customer’s place of business BLA shall also be entitled to immediately terminate the Customer’s right to possession of the Products and without prejudice to any other rights BLA has under the Contract:
    1. enter, or instruct agents to enter on its behalf, on five (5) days notice or such shorter period as may be reasonable in the circumstances, including for the purposes of Sections 130 and 135 of the Personal Property Securities Act 2009 ((Cth) (PPSA) and any statutory modifications or re-enactment of it for the time being in force, any premises where the Products may be, and to repossess and dispose of any or all Products owned by BLA; and
    2. withhold delivery of any other undelivered Products.
  5. The Customer shall promptly do all things requested by BLA, acting reasonably to:
    1. ensure BLA’s rights in relation to the Products are enforceable, perfected and effective; and
    2. enable BLA to apply for any registration, or give any notification, in connection with the Contract to preserve BLA’s rights in relation to the Products.
    3. assign to BLA all rights which the Customer may have against customers of the Customer to whom the Customer has supplied any Products but has not yet received the proceeds of sale of the Products.
  6. The Customer acknowledges that this Contract constitutes a security agreement for the purposes of the PPSA and establishes a Security Interest in the charged property for the purposes of the PPSA which will be registrable upon the Personal Securities Register.
  7. At BLA’s request, the Customer will promptly deliver, execute or do (or cause to be executed, delivered or done) any documents, contracts, agreements, deeds or other action that BLA may require from time to time to give effect to these Terms and Conditions, including without limitation doing all such things as BLA may require to ensure that the Security Interest created under these Terms and Conditions constitutes a perfected Security Interest over the Products for the purposes of the PPSA. This includes, but is not limited to, providing any information BLA requests to complete a financing statement or a financing change statement for the Personal Property Securities Register.
  8. To the extent permitted by the PPSA the Customer:
    1. contracts out of the provisions of the PPSA which, under section 115(1) and section 157 of the PPSA, it is permitted to contract out of;
    2. waives its right to receive from BLA each notice or document which it is permitted to waive under Section 144 of the PPSA; and
    3. waives its right to receive anything from BLA under section 175 of the PPSA and agrees not to make any request of another Company under that section.
    4. Nothing in sections 130(1)(a), 143(1) and 143(2) of the PPSA shall apply to these Terms and Conditions. The Customer’s rights as a debtor in sections 92, 95, 97, 132 and 134(2) of the PPSA shall not apply to these Terms and Conditions.
    5. Nothing in this clause affects the right of a Company to receive a notice, documents or amount which it is entitled to receive under another provision of the Contract or any other agreement to which it is a party.
    6. The Customer shall not create or cause to be created a security interest over or in respect of its rights in the Products, other than the security interest arising under this Contract. The Customer agrees that it irrevocably waives any rights it may have to receive a verification statement as defined in the PPSA.
  9. In placing any order with BLA, the Customer expressly represents that the Customer:
    1. is solvent; and
    2. has not committed an Insolvency Event; and
    3. knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver or which would entitle any creditor or shareholder to apply to the Court to liquidate the Customer or exercise any other rights over or against the Customer’s assets.

Indemnity

  1. The Customer must indemnify and hold BLA harmless, from and against any and all actions, claims, damages, losses, defences, costs and expenses (including legal fees and disbursements on a full indemnity basis) which may be suffered by, imposed upon, incurred by or asserted or awarded against BLA arising under or in connection with the Customer breaching any of its obligations under this Agreement including, without limitation, BLA's legal costs in seeking to recover any payments which have become due and payable by the Customer to BLA.

Trustee capacity

  1. If the Applicant is the trustee of a trust (whether disclosed to BLA or not), the Applicant warrants to BLA that:
    1. the Applicant enters into this agreement in both its capacity as trustee and in its personal capacity;
    2. the Applicant has the right to be indemnified out of trust assets;
    3. the Applicant has the power under the trust deed to sign this agreement; and
    4. the Applicant will not retire as trustee of the trust or appoint any new or additional trustee without advising BLA.

Set-off

  1. All payments required to be made by the Customer under this agreement will be made free of any set-off, or counterclaim and without deduction or withholding.
  2. Any amount due to BLA from time to time may be deducted from any monies which may be or may become payable to the Customer by BLA.

Severance

  1. If any provision of this agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
  2. If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of the agreement remains effective.

Entire agreement

  1. This agreement constitutes the entire agreement between the parties relating in any way to its subject matter. All previous negotiations, understandings, representations, warranties, memoranda or commitments about the subject matter of this agreement are merged in this agreement and are of no further effect. No oral explanation or information provided by a party to another affects the meaning or interpretation of this agreement or constitutes any collateral agreement, warranty or understanding.