7.1 You indemnify Biopak, its employees, agents and subcontractors against all losses, damages, expenses and costs (on a full indemnity and solicitor and own client basis and whether incurred by or awarded against any of them) that any of them may sustain or incur as a result, whether directly or indirectly, of any Claim.
7.2 For the purposes of these Terms of Supply, "Claim" means any claim by any third person for loss or damage to any property, injury to or death of any person or economic loss arising out of or relating to any or all of the Products, any delay or failure in supplying the Products and these Terms of Supply.
8. Determination of Contract
8.1 We shall be entitled to immediately determine this contract if:
8.1.1 you are in breach of any of the conditions;
8.1.2 execution is levied on your property;
8.1.3 you make any arrangement or composition with your creditors or commit any act of bankruptcy or proceedings in bankruptcy are commenced against you or, if you are a company, any resolution or application to wind up is passed or presented against you or a receiver and manager or receiver or administrator is appointed;
8.2 In these terms and conditions of sale “act of bankruptcy” shall be deemed to include entering into a compositon and the execution of a Deed of Assignment or Deed of Arrangement.
9.1 In consideration of the provision of credit to You at your request and at the request of the person or persons signing this application (herein together called “The Guarantor”) You and the Guarantor (and each of them jointly and severally) agree with the companies (and each of them) as follows:
(a) That the terms of payment provided to You by Biopak and notwithstanding any previous indulgence all monies are then due and payable on demand.
(b) That You will pay on request interest at the interest rate charged by the Commonwealth Bank of Australia to its prime commercial customers on any overdue amount on the account
(c) That the Customer and the Guarantors will pay any debt collection expenses or legal costs incurred in respect of any default by it in paying the account.
(d) That Biopak may withdraw credit facilities at their discretion without prior notice.
(e) That unless otherwise stated in this application, the Customer is not structured on a trusteeship involving discretionary, unit or family trusts.
(f) That Biopak’s terms and conditions of sale apply to each order or invoice and all dealings between the parties and the applicant and the Guarantor hereby acknowledges receipt of the Biopak terms and conditions of sale; That each person who signs this application (regardless of whether it is proposed or intended that any other person should also sign this or any similar agreement or application) acknowledges signing as Guarantor and agrees as follows:
(i) to guarantee the indebtedness and liabilities of the Customer with Biopak;
(ii) to indemnify the companies and each of them from and against any liability or loss as a result of any default of the Customer in complying with its agreements hereunder, and without limiting the foregoing, its obligations regarding credit provided by Biopak and the terms and conditions of sale
(iii) to pay and be personally liable for the amount of the Customer’s debts including interest and costs to Biopak in the event that the Customer is in default under this agreement and, without limiting the foregoing, the terms of credit provided by the companies and the terms and conditions of sale and to allow Biopak to charge property both real and personal including the registration of a caveat in respect of real property upon default by the Customer.
(iv) to be so liable to Biopak on the signing of this agreement.
9.2 The parties acknowledge that Biopak will supply Products as an independent contractor.
9.3 These Terms of Supply contain the entire agreement between Biopak and You in relation to its subject matter and supersede all prior negotiations, agreements, understandings and commitments between Biopak and You in relation to that subject matter.
9.4 These Terms of Supply shall be governed by and construed in accordance with the laws of New South Wales and the parties hereto submit to the non-exclusive jurisdiction of the Courts of New South Wales in respect of any dispute or matter arising out of or connected with these Terms of Supply.
9.5 If a dispute arises concerning these Terms of Supply, then the dispute must first be referred for mediation in accordance with the Australian Commercial Disputes Centre Mediation Guidelines or, at the instance of Biopak, proceed by way of Court proceedings.
9.6 Biopak may subcontract to any person the performance of any of its obligations under these Terms of Supply.
9.7 Where this document forms part of a quotation:
(a) the quotation is not to be constructed as an offer or obligation by Biopak to sell and Biopak reserves the right at its option to accept or reject any orders received;
(b) The quotation is, prior to receipt of acceptance, subject to alteration or withdrawal at any time by Biopak
(c) Any quotation, email, facsimile, price list or document indicating a price and delivery term, is only valid for 24 hours unless specifically stated otherwise. All prices quoted herein are exclusive GST and any other Government imposts and charges, unless specifically stated otherwise.
9.8 That each person who signs this application acknowledges and agrees that:
(a) they do so for and on behalf of the Customer;
(b) they have the authority of the Customer to apply for credit in terms of this application on its behalf; and
(c) without limiting the foregoing or being limited thereby this application includes and constitutes a guarantee and indemnity by them of the debts and liability of the Customer with Biopak.
Terms and Conditions Continued Back