Trading As
ACN or Business Registration Number
ABN
Registered Business Address
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Delivery Address
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Phone Number
(###)
###
####
Fax Number
(###)
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####
Email
Name of Contact - Sales Dept
First Name
Last Name
Name of Contact - Accounts Dept
First Name
Last Name
Nature of the Business
Age of the Business with Current Proprietors
Name of the Proprietor/Director 1
First Name
Last Name
Address of the Proprietor/Director 1
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Name of the Proprietor/Director 2
First Name
Last Name
Address of the Proprietor/Director 2
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Name of the Proprietor/Director 3
First Name
Last Name
Address of the Proprietor/Director 3
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Agreement
I the undersigned, am authorised on behalf of the proprietors to provide the above information, and certify that the information provided is true and correct. I also authorise Stern’s Textiles to obtain all necessary credit reports from any credit agencies in respect to the applicant and it’s directors.
Print Name
First Name
Last Name
Date
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DD
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TERMS AND CONDITIONS
STERN’S TEXTILES STANDARD TERMS AND CONDITIONS OF TRADE
1. A reference to "goods" means a reference to goods agreed to be supplied, or which are supplied, by Stern's to the Purchaser.
2. A reference to " Stern's" and the "Purchaser" shall be deemed to include the respective parties named and their heirs, executors, administrators, assigns and successors
in title. If the Purchaser comprises more than one person then this agreement shall bind all of those persons jointly and severally.
3. These terms and conditions apply to all agreements and arrangements between the Purchaser and Sterns in relation to the goods. These terms and conditions supersede
and exclude all prior and other discussions, representations and arrangements relating to the supply of goods. Unless Stern's otherwise agree in writing, these terms and conditions are the only terms and conditions to which Stern's will be bound and the Purchaser acknowledges that these terms and conditions will in all circumstances prevail over the Purchaser's terms and conditions (if any) of purchase.
4. (a) All amounts payable in respect of the goods are due and payable in full on their due date as advised by Stern's to the Purchaser. If Stern’s does not advise of a due date for payment then payment for goods is to be made on delivery.
(b) In the event that the Purchaser defaults in any payment owing to Stern’s, the Purchaser shall pay to Stern’s all costs and expenses (including all disbursements) incurred by Stern’s in respect of the recovery of monies owing by the Purchaser and/or the recovery of goods in the possession of the Purchaser or a third party on an indemnity basis.
(c) Where the Purchaser makes payment by credit card or any other payment method that results in charges and/or amounts being incurred by Stern’s Textiles or being deducted for any reason, then the Purchaser acknowledges that Stern’s will only credit to the Purchaser the amount net of any charges and/or deductions.
(d) Payments received by Stern’s may be credited first against any costs or expenses payable by the Purchaser to Stern’s, then accrued interest, and thereafter the debt.
5. Interest shall be charged and debited to the Purchaser's account on all amounts unpaid after the due date. Interest shall be calculated at the rate of 2% per month or part thereof. This rate may be varied from time to time by Stern's.
6. Credit facilities may be withdrawn by Stern's at any time.
7. Sterns will not be liable to the purchaser for any loss or damage howsoever arising in relation to the failure to deliver the goods on or before the designated date for
delivery.
8. Stern’s obligation to deliver or sell or provide services shall always be conditional upon it being satisfied of the Purchaser’s ability to pay and comply with these terms
and conditions. If Stern’s ceases to be so satisfied it may suspend and/or terminate deliveries and shall not be liable in any way for any claim, damage, expense or cost
arising therefrom, and all monies then outstanding by the Purchaser shall immediately become due and payable.
9. Unless otherwise agreed in writing, all risk in and to the goods shall pass to the Purchaser upon delivery.
10. (a) Title in and to all goods supplied by Stern’s to the Purchaser shall not pass to the Purchaser and all goods supplied by Stern’s to the Purchaser shall remain the sole
and absolute property of Stern’s until such time as the Purchaser has paid to Stern’s all monies due and owing to Stern’s in relation to all accounts.
(b) Until Stern’s has been paid all monies due and owing to it, the Purchaser agrees to keep all goods supplied by Stern’s as fiduciary and as trustee for Stern’s and to store the goods separately from any other goods in a manner that discloses that Stern’s is the owner of the goods and has retained title to the goods. Until Stern’s has been paid all money due and owing to it, the Purchaser also agrees to only sell the goods supplied by Stern’s in the usual course of business on the condition that the purchaser holds all proceeds of sale on trust for Stern’s.
(c) Stern’s is entitled to take possession of and dispose of any goods supplied by Stern’s to the Purchaser as Stern’s sees fit at any time until Stern’s has received payment in full of all monies due and owing to it. The Purchaser grants permission to Stern’s to enter any property where any goods supplied by Stern’s to the Purchaser are stored for the purpose of searching for goods, making an inventory and removing goods, without any liability on part of Stern’s to the Purchaser.
(d) Upon the sale of any goods supplied by Stern’s to the Purchaser prior to the full payment of all monies owing to Stern’s, the purchaser agrees to hold separately all proceeds and to not mix the proceeds with any other monies and to account to Stern’s upon demand. If the Purchaser sells, disposes of, or otherwise deals with the goods or any part thereof before full payment has been received by Stern’s, the Purchaser must advise Stern’s in writing, at such times as Stern’s may request, specifying the serial number of the goods sold, disposed of, utilised or otherwise dealt with. The Purchaser will indemnify Stern’s from any damages, costs, liabilities or penalties Stern’s may suffer or incur as a result of the Purchaser’s failure to provide information or from relying on the information provided by the Purchaser.
(e) If title in and to the goods has not passed to the Purchaser in accordance with this clause, the Purchaser's implied right to sell the goods shall immediately terminate upon the happening of any of the following events;
(i) the Purchaser makes default in any payment or is unable or states that it is unable to pay its debts as and when they fall due;
(ii) the Purchaser being an individual commits an act of bankruptcy or has a controller or trustee appointed in respect of the Purchaser's estate or any of the Purchaser's
property or assets;
(iii) the Purchaser being a company passes a resolution for its winding up or enters into liquidation or has an application for winding up filed against it; (iv) a receiver, receiver and manager, controller or voluntary administrator is appointed over any part of the property or assets of the Purchaser;
(v) the Purchaser experiences any analogous event having substantially similar effect to any of the events specified above.
(f) In the event the Purchaser uses the goods in some manufacturing process, the Purchaser shall hold such part of the proceeds of the sale of any product so produced as relates to the goods in trust for the Supplier. The proceeds include any amount received by the Purchaser for the assignment of any debt payable to the Purchaser in respect of any product so produced. Such part of the proceeds (to be held in trust) shall be deemed to equal the amount owing by the Purchaser to Stern's in respect of the goods at the time of the receipt of such proceeds.
11. (a) Stern's obligation to supply goods shall be suspended during any period in which Stern's may be prevented or hindered from delivering the goods by its normal means of supply or delivery through any circumstances outside its reasonable control, including breakages of machinery, strikes or any unexpected cause.
(b) In the event the Purchaser is in default of any of these terms and conditions, Stern’s, at it’s election, may at any time thereafter cancel any order yet to be completed or fulfilled and recover from the Purchaser all losses, damages, costs, interest, charges, including handling charges payable to both Stern’s and it’s suppliers and expenses incurred or suffered by Stern’s as a result of the Purchaser’s default.
12. The Purchaser is responsible for performing its own tests on the goods prior to proceeding with any manufacturing processes or adding value to the goods. The Purchaser acknowledges that it does not rely on any services involving skill or judgement, or on any advice, recommendation or assistance provided by Stern's in relation to the goods, or their use or application.
13. Subject to any express written warranty given by Stern’s, and subject to any statutory warranties express or implied which by law cannot be excluded, all warranties, conditions and representations, express or implied are expressly negatived and no warranties are to be implied into this agreement. Stern's liability for each condition and warranty is limited to any one of the following as determined by Stern's:
(a) the replacement of goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the costs of replacing the goods or of acquiring equivalent goods; or (d) the payment of the costs of having goods repaired or re-supplied.
14. All claims must be made by written notice within fourteen days of delivery date. The Purchaser is responsible for examining the goods for any defects. Where notice is not so given the Purchaser is deemed to have accepted the goods as being of merchantable quality and free from any defects.
15. No returns of goods will be accepted without prior authorisation.
16. Where the Purchaser is a company Stern's may require the Purchaser to procure a guarantee and indemnity from the directors of the Purchaser in the form attached to
these terms and conditions or in such other form as Stern's may reasonably require.
17. The Purchaser and Stern’s agree that the appropriate jurisdiction for any disputes relating to sale of goods by Stern’s to the Purchaser will be the state of Victoria and
the laws of the state of Victoria are the governing laws of this agreement.
18. The Purchaser acknowledges that Stern’s will have the right to vary all or any of these terms and conditions by providing 1 months notice of changes to the Purchaser.
19. If any part of these conditions is or becomes void or unenforceable that part is severed so that all parts which are not void or enforceable will remain in full force and in
effect.
I the undersigned am authorised in my capacity as proprietor or director and acknowledge these terms and conditions of trade with Stern’s Textiles.
Type Name
First Name
Last Name
Date Signed
MM
DD
YYYY
Director Full Name 1
First Name
Last Name
Director Full Address 1
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Director Full Name 2
First Name
Last Name
Director Full Name 2
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
Director Full Name 3
First Name
Last Name
Director Full Name 3
Address 1
Address 2
City
State/Province
Zip/Postal Code
Country
GUARANTEE AND INDEMNITY
(hereinafter called “the Guarantor”) IN CONSIDERATION of Stern’s Textiles, of 9 Harper Street, Abbotsford in the state of Victoria (hereinafter called Stern’s) having agreed to the Guarantors request (as is hereby acknowledged) to supply goods to the applicant (hereinafter called “the Purchaser”) HEREBY GUARANTEES to Stern’s payment for the whole of the purchase money interest and other moneys due and payable in accordance with Stern’s terms and conditions of sale which may vary from time to time and due observance and performance by the Purchaser of all covenants and provisions binding on the Purchaser or pursuant to any other agreement made between the Purchaser and Stern’s AND INDEMNIFY AND KEEP INDEMNIFIED Stern’s against the losses costs charged and expenses whatsoever which Stern’s may incur by reason of any default on the part of the Purchaser.
This Guarantee and Indemnity shall be a continuing Guarantee and Indemnity and shall be without prejudice to and shall not be affected nor shall the rights or remedies of Stern’s against the Guarantor be in any way prejudiced or affected by any of the following: -
(a) Any security negotiable or otherwise which may now or hereafter be held from any person in respect of the payment of any moneys or from
the purchaser or any other person in respect of any sum hereby guaranteed.
(b) Any release variation exchange or renewal or modification made in any other dealing by Stern’s with any judgment speciality instrument
negotiable or otherwise or other security whatsoever recovered held or enforceable by Stern’s in respect of all or any of the moneys hereby
guaranteed or any agreement at any time by Stern’s in it’s discretion with respect to all or any of such matters.
(c) Any time given to the Purchaser in connection with the payment of any moneys hereby guaranteed or any other indulgence or variation or revision agreement granted to or composition compromise or arrangement made with the Purchaser or any other person with or without the
consent of or notice to the Guarantor.
The Guarantor shall pay to Stern’s all cost charges and expenses whatsoever and incidental to the preparation execution enforcement of this Guarantee and indemnity. In this Guarantee and Indemnity the word “Guarantor” shall be deemed to mean and include each of the above mentioned persons companies and their respective heirs executors administrators successors and assigns and covenants by the Guarantor shall if consisting of more than one person or company be deemed to mean and include each Guarantor jointly and severally.
Dated the:
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SIGNED SEALED AND DELIVERED (1) by the said
Print Name Director 1
First Name
Last Name
in the presence of
Witness
First Name
Last Name
SIGNED SEALED AND DELIVERED (2) by the said
Print Name Director 1
First Name
Last Name
in the presence of
Witness
First Name
Last Name
SIGNED SEALED AND DELIVERED (3) by the said
Print Name Director 3
First Name
Last Name
in the presence of
Witness
First Name
Last Name
