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Aether Brewing Credit Terms

1. Definitions and interpretation

1.1 Definitions

Agreement means the Credit Application, these Credit Terms and each Purchase Order.

Credit Application means our credit application form.

Goods means beer and any other personal property owned by us that are supplied to you in accordance with your Purchase Order.

Services means any services that we supply to you in accordance with your Purchase Order.

PPSA means the Personal Property Securities Act 2009 (Cth).

Purchase Order means any order or request made for the supply of Goods and/or Services by you, whether to us, or one of our Representatives.

Privacy Act means the Privacy Act 1988 (Cth).

Representative of a party means an officer, employee, contractor or agent of that party.

1.2 Interpretation

 

In interpreting this document, unless the context provides otherwise:

  • words or expressions used in this document, which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), the PPSA or the Corporations Act 2001 (Cth) have the same meaning in this document;
  • the singular includes the plural and vice versa, and a gender includes other genders;
  • another grammatical form of a defined word or expression has a corresponding meaning;
  • a reference to a party means a party to this document and includes the party’s executors, administrators, successors, and permitted assigns;
  • a reference to a person includes a firm, individual, corporation, association, government body or other corporate body;
  • an obligation or liability assumed by two or more persons binds them jointly and severally and a right conferred on two or more persons benefits them jointly and severally;
  • a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this document or any part of it;
  • if a day on or by which an obligation must be performed, or an event must occur is not a Business Day, the obligation must be performed, or the event must occur on or by the next Business Day;
  • a reference to a law or statute includes regulations under it, reenactments and replacements; and
  • headings and table of contents are for ease of reference only and do not affect

2. Privacy and information

 

  • You must, at our request, provide such further information as is required by us, whether for the purpose of assessing your creditworthiness or otherwise.
  • To enable us to assess the Credit Application or to review any existing credit, you and your guarantor/s authorise us to obtain:
  • a credit report containing personal information about you and your guarantor/s in relation to credit provided or to be provided by us (s 18K(1)(a) Privacy Act);
  • a report from a credit reporting agency containing personal information about you and your guarantor/s (s 18K(1)(b) Privacy Act); and/or
  • a report containing information about your and your guarantor’s/s’ commercial activities or commercial credit worthiness from a business which provides information about the commercial credit worthiness of a person or an entity in relation to credit provided or to be provided by us (s 18L(4) Privacy Act).
  • You authorise us to provide personal information about you under s 18E(8)(c) Privacy Act. The information which may be given to an agency is covered by s 18E(1) Privacy Act and includes:
  • the fact that application for credit has been made by you;
  • the fact that we are a credit provider to you;
  • payments of yours which become overdue by more than 60 days;
  • advice that payments are no longer overdue;
  • cheques drawn by you in excess of $100 which have been dishonored more than once; and
  • in specified circumstances, that in our opinion you have committed a serious credit infringement;
  • that the credit provided to you by us has been
  • In accordance with s 18N(1)(b) Privacy Act, you authorise us to give and obtain from credit providers named in this credit application and credit providers that may be named in a credit report issued by a credit reporting agency information about your credit arrangement. You acknowledge that the information can include any information about your credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy

3. Acceptance

 

You accept these Credit Terms if after receiving from us or being directed to them by us, you complete and return a Credit Application to us, or otherwise make a Purchase Order.

4. Order of precedence

 

If there is any inconsistency between these Credit Terms and our Credit Application, our Credit Application will prevail to the extent of that inconsistency.

5. Payment terms

 

  • All prices are subject to reasonable change by use without notice to you. You acknowledge and agree that Purchase Orders are provided subject to this
  • You must pay the total cost of the Goods and/or Services supplied in accordance with our invoice and the terms of this
  • All payments required to be made by you under this Agreement will be made in cleared funds and will be free from set-off, counterclaim, deduction and withholding. We may, at any time without notice, set off and deduct amounts you owe us from amounts we owe
  • If you fail to make a payment when due or if you exceed your approved credit limit, you must pay us interest on all overdue or overdrawn amounts (Outstanding Amounts). The interest rate that will be charged is 5%. Interest will be charged and calculated daily on the first day any amount became overdue or overdrawn until payment of all Outstanding Amounts and accrued interest are received.

6. Risk

 

Risk in any Goods supplied to you passes upon dispatch where we have engaged a third party to deliver on our behalf or upon delivery where we have delivered the Goods ourselves.

7. Retention of title

 

  • Legal and equitable title in the Goods remains with us until full payment of all amounts that you owe are
  • Until payment in full has been made and received by us:
  • you must:
  • hold the Goods as our agent;
  • keep the Goods in your possession, custody or control at the delivery address contained in your Credit Application or other delivery address that we have agreed to;
  • insure the Goods (to the extent that they are insurable) for their full replacement value; and
  • to the extent that the Goods are sold and proceeds are received, hold such proceeds (up to the total amount owing to us) on trust for
  • you must not:
  • claim any interest in the Goods to secure any debt or obligation;
  • claim a lien over the Goods or any part of them; and
  • create or purport to create any interest in the Goods in favour of any other person without our
  • Where the Goods are in your possession, custody or control, we may, with or without prior notice to you, enter upon any premises at which the Goods or any part of them are stored, or at which we reasonably believe they are stored, to inspect and/or take possession of the You agree to provide us with access to any such premises for that purpose. We may direct you to deliver the Goods to us and you must comply with such a direction. You waive the right to receive any statutory notice or other notice required under the PPSA.
  • You must pay our costs and expenses in exercising our rights under this clause 7 and must indemnify us against any claim, action or damage arising directly or indirectly out of the exercise by us of any power or right under this clause Where we exercise any power to enter premises, that entry will not give rise to any action of trespass or similar action on your part against us or any of our Representatives.

8. Personal Property Securities Act

 

  • You acknowledge and agree that:
  • the purchase price for the Goods and/or Services is the total invoiced cost, evidenced by the invoice which relates to those Goods and/or Services, inclusive of all parts or components of that total, but without prejudice to our right to amend the invoice in the case of error; and
  • this Agreement constitutes a security agreement for the purposes of the PPSA and creates the following security interests in our favour:
  • one, in all Goods that we have supplied to you which have not been paid for in full; and
  • two, in all your present and after-acquired
  • Both parties agree that it is their intention for the security interest over the Goods to be a purchase money security
  • You agree that we may attend to registration of our security interests on the Personal Property Securities Register (PPSR) without notice to you.
  • You undertake to:
  • promptly sign any further documents and/or provide any further information which we may reasonably require to:
  • register a financing statement or financing change statement in relation to a security interest on the PPSR;
  • register any other document required to be registered pursuant to the PPSA; and
  • correct a defect in a statement or document referred to in clauses 10(f)(i) & (ii);
  • pay us for all expenses incurred in registering a financing statement or financing change statement on the PPSR or releasing any Goods charged pursuant to the PPSA;
  • not register, or permit to be registered, a financing statement or a financing change statement in relation to the goods in favour of a third party, without our prior written consent;
  • give us not less than 14 days written notice of any proposed changes in your details (i.e. name, address, phone, fax, email, trading name or business/company name; and
  • pay us for any costs incurred by us, including legal fees and disbursements on a solicitor-client basis, in obtaining an order pursuant to s 182 of the PPSA and/or enforcing or attempting to enforce any security interest created in our favour under this Agreement or
  • Both parties agree that ss 96, 115 and 125 of the PPSA do not apply to the security interest created by this
  • Pursuant to s 144 of the PPSA, you waive your right to receive notices under ss 95, 118, 121, 130, 132 and 135 of the
  • You also waive your rights:
  • as a grantor and/or debtor under sections 142 and 143 of the
  • to receive a verification statement in accordance with s 157 of the PPSA, unless we otherwise agree in
  • Any payments by you under this Agreement will be applied in the order specified in a 14(6)(c) of the PPSA regardless of any direction or request, any agreement between the parties (express or implied) or the application of any such payment by We do not waive any rights under this clause by applying any payment in a different order.

9. Delivery

 

  • Delivery of any Goods ordered will be effected or facilitated by us at the delivery address contained in the Credit Application or other delivery address that has been agreed to by us.
  • Reasonable delivery charges will be calculated and charged at our
  • Any time or date stated as the estimated time of delivery by us, is a bona fide estimate only, and we will not be responsible in any way for any damage or consequential loss suffered by you because of the late or non-delivery of the
  • You are responsible for inspecting the Goods delivered and ensuring that they were not damaged during freight.
  • If the Goods have been damaged during freight, you must notify us in writing within 3 days of delivery, to enable us to make a claim with the delivery company, failing which we will have no liability for the damage
  • Any claim for short or wrongful delivery pursuant to a Purchase Order must be notified to us within 3 days of the date of

10. Returns, alterations and cancellations

 

  • Goods cannot be returned unless they were not to specification or otherwise were not in accordance with any expressed or implied term of this Agreement.
  • Alterations and cancellations to an order cannot be made after the order has been prepared for dispatch by

11. Cancellation of terms of credit

 

  • We may terminate the Agreement, terminate any credit used or unused, withhold supply of Goods or refuse delivery of Goods at any time upon providing written notice to In particular (but without limitation) we may terminate if:
  • you become insolvent;
  • we determine that a material adverse event has occurred with respect to you;
  • events beyond our control occur making supply impossible or undesirable to us;
  • we cannot obtain the Goods ordered in the quantity or at the price required;
  • you breach any of the terms or conditions of the Agreement;
  • you fail to pay any money due to us; or
  • you breach any other agreement with
  • Upon cancellation under clause 11(a) all amounts that are owing become immediately due and payable to
  • Cancellation under clause 11(a) will not affect our right to institute legal proceedings for the recovery of all money owed to

12. Limitation of liability

 

  • Unless otherwise required by law, our liability for any breach of the Agreement or any related order or contract and/or in tort (including negligence) is limited at our option to:
  • the replacement of Goods supplied;
  • the supply of equivalent Goods;
  • the cost or replacing or repairing the Goods supplied or of acquiring equivalent Goods; or
  • the amount paid by you to us pursuant to the
  • To the maximum extent permitted by law, we will not be liable for any loss of profit, loss of goodwill, loss of opportunity and/or any special, punitive, indirect or consequential loss or damage incurred by you or any other person whether directly or indirectly related to this Agreement.
  • We are not liable for any loss or damage caused to you by reason of any delay, lack of supply, industrial action, fire, riot, war, embargo, civil commotion, act of God or any other event which is beyond our

13. Indemnity

 

You indemnify us and keep us indemnified against any claim, loss, damage, liability, cost or expense that may be incurred by the us arising from or in connection with any breach or default by you of this Agreement.

14. Corporations

 

If you are a corporation (other than a listed public company):

  • we may, in our sole discretion, require you procure the execution and delivery to us by each of your directors, a guarantee and indemnity in relation to your obligations under this Agreement in a form acceptable to
  • you must notify us in writing of any change to your directors and We may require you to procure the execution of additional security determined by us (including any guarantee and indemnity to be given by additional directors or shareholders of yours) as a condition of providing further credit to you or for maintaining the arrangements under this Agreement.

15. Trustee capacity

 

  • If you are the trustee of a trust (whether disclosed to us or not), you warrant that:
  • you enter into this Agreement in both your capacity as trustee and in your personal capacity;
  • you have the right to be indemnified out of trust assets;
  • you have the power under the trust deed to sign this Agreement; and
  • you will not retire as trustee of the trust or appoint any new or additional trustee without our prior
  • You will deliver a copy of the trust deed to us on

16. Partnership

 

If you are a partnership, you must notify us in writing of any change to your principals. Upon any change, we may require you to procure the execution of additional security as determined by us (including any guarantee and indemnity to be given by additional partners) as a condition of providing further credit to you or for otherwise maintaining the arrangements under this Agreement.

17. Assignment

 

  • Your obligations under this Agreement cannot be transferred or assigned and any attempt to do so will be void.
  • We may assign our rights and obligations pursuant to this Agreement to another party without your consent upon providing written notice to

18. Costs

 

You must pay:

  • any legal costs (on a solicitor/client indemnity basis) stamp duty, and other expenses payable in relation to this Agreement or any credit application, guarantee or other security documents;
  • all costs incurred by us relating to any default by you; and
  • our costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against you, including debt recovery fees paid to a collection agent or otherwise and legal costs on an indemnity basis, whether or not the recovery action, claim or remedy is

19. Goods and Services Tax

 

  • Unless otherwise expressly stated, all amounts stated to be payable under this document are exclusive of goods and services tax (GST). If GST is imposed on any supply made under or in accordance with this document, then the GST payable must be paid to the supplier as an additional amount by the recipient of the supply, provided the supplier provides a tax invoice in respect of the taxable
  • If a party is entitled to be reimbursed or receive compensation for any of its costs, expenses or liabilities then the amount to be paid is to be reduced by the input tax credits to which that party is entitled to receive in relation to those

20. General

 

  • This document may reasonably be varied at any time by us, upon providing written notice to you outlining the change. If you do not accept such change, you may terminate this Agreement by providing written notice to Sub clauses 11(b) and 11(c) apply where you terminate this Agreement under this subclause (a).
  • Each party must promptly do all further acts and execute and deliver all further documentation reasonably requested by the other party to give effect to the contemplations of this
  • Each party agrees that the electronic signature of a party is intended to authenticate this document and to have the same force and effect as a hand written
  • The Agreement contains the entire agreement between the parties about its subject Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by the Agreement and has no further effect.
  • Any provision of this document that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of this document which remain in
  • Time is of the essence in respect of each party’s obligations under this
  • The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other A right may only be waived by written notice signed by the party to be bound by the waiver.