Terms and Conditions of Credit
1. The applicant agrees that Trade References may be approached by Sunfrt Pty Ltd (Trading as Bainbridge Technologies) in order to assist with the processing of this account.
2. Warrants that the information in this application is true and correct.
3. Agrees that any change which affects the trading address, legal entity, structure of management or control of the Applicant will be notified to Bainbridge in writing within seven (7) days of the change becoming effective.
4. Agrees that the terms of payment are strictly thirty (30) days from date of invoice.
5. if any part of the amount owing to Bainbridge Technologies is at any one time overdue, then the whole amount owing to Bainbridge Technologies at that time is deemed due and payable (amounts being disputed are not considered due until the dispute is rectified).
6. Acknowledges that the credit facility may be withdrawn if payment has not been received by the due date and that Bainbridge is not responsible for any loss or damage whatsoever or whosoever caused arising from the refusal or suspension of credit.
7. If credit limit has been reached, a payment of current account must be made to enable processing of any future orders.
8. Applicant indemnifies Sunfrt Pty Ltd (Trading as Bainbridge Technologies) against liability, loss costs, charges and expenses Sunfrt Pty Ltd suffers in connection with the account.
9. All payments must be made in Australian Dollars (AUD).
10. For orders exceeding $10,000 or for items needing to be specially ordered in, a 50% deposit may be required.
11. For Storage System orders a 50% deposit will be required.
12. The Applicant agrees in the event of litigation arising in default of payment, that the action be commenced of a Court of competent jurisdiction in any capital city of Australia or the Court nearest our Company’s address.
a. Bainbridge Technologies shall indemnify the Applicant against any loss or damage, arising from any defect in the Product or the Product not complying with all relevant standards and laws, as Government legislation dictates.
b. This indemnity specifically includes liability arising out of claims from customers that the Product does not comply with statutory Guarantees imposed by the Australian Consumer Law (‘Acceptable Quality’: ‘Fit for specified purpose’: ‘Match description’: ‘Match sample or demonstration model’;) and Bainbridge Technologies shall either, replace the goods, supply equivalent goods repair the goods or reimburse the Applicant for so doing.(excluding consequential loss when goods are not used for personal domestic or household purposes).
c. This indemnity expressly excludes any claim for any damage or defect caused or substantially contributed to by batteries or other devices supplied or sold by the Applicant with the Product.
a. Bainbridge Technologies and Applicant agree that ownership of the Goods will not pass until:
i. Applicant has paid Bainbridge Technologies all amounts owing for the particular Goods; and
ii. Applicant has met all other obligations due by Applicant to Bainbridge Technologies in respect of all contracts between Bainbridge Technologies and Applicant.
b. Bainbridge Technologies title or rights in the Goods will continue until any form of payment by a Customer has been received, honoured, cleared or acknowledged by Bainbridge Technologies.
c. The parties acknowledge and agree as follows:
i. where practicable the Goods will be kept separate and identifiable until Bainbridge Technologies has received payment and all other obligations of Applicant are met;
ii. until such time as ownership of the Goods passes from Bainbridge Technologies to Applicant. Bainbridge Technologies may give notice in writing to Applicant to return the Goods or any of them to Bainbridge Technologies. Upon such notice the rights of Applicant to obtain ownership or any other interest in the Goods will cease;
iii. Bainbridge Technologies will have the right of stopping the Goods in transit whether or not delivery has been made;
iv. if Applicant fails to return the Goods to Bainbridge Technologies then Bainbridge Technologies or Bainbridge Technologies agent may (as the invitee of Applicant enter upon and into land and premises owned, occupied or used by Applicant, or any premises where the Goods are situated and take possession of the Goods;
v. Applicant is only a bailee of the Goods and until such time as Bainbridge Technologies has received payment in full for the Goods then Applicant will hold any proceeds from the sale or disposal of the Goods, up to and including the amount Applicant owes to Bainbridge Technologies for the Goods, on trust for Bainbridge Technologies;
vi. Applicant will not charge the Goods in any way nor grant nor otherwise give ajy interest in the Goods while they remain the property of Bainbridge Technologies; and
vii. Bainbridge Technologies may issue proceedings to recover the Price of the Goods sold notwithstanding that title to the Goods may not have passed to Applicant; and
viii. Until such time that ownership in the Goods passes to Applicant, if the Goods are converted into other products, the parties agree that Bainbridge Technologies will be the owner of the end products.
a. Notwithstanding clause Error! Reference source not found, all risk for the Goods passes to Applicant on delivery of the Goods in accordance with these Terms & Conditions.
b. If any of the Goods are damaged or destroyed following delivery but prior to title passing to Applicant, Bainbridge Technologies is entitled to receive all insurance proceeds payable for the Goods.
c. The production of these Terms & Conditions by Bainbridge Technologies is sufficient evidence of Bainbridge Technologies rights to receive the insurance proceeds without the need for any person dealing with Bainbridge Technologies to make further enquiries.
a. In this clause:
i. financing statement has meaning given to it by the Personal Properties Security Acts (“PPSA”);
ii. financing change statement has the meaning given to it by the PPSA;
iii. security agreement means the security agreement under the PPSA created between the Applicant and Bainbridge Technologies by these Terms and Conditions; and
iv. security interest has the meaning given to it by the PPSA.
b. Upon assenting to these terms and conditions in writing Applicant acknowledges and agrees that these terms and conditions
i. Constitute a security agreement for the purposes of the PPSA; and
ii. Create security interest in:
1. All Goods previously supplied by Bainbridge Technologies to Applicant (if any);
2. All goods that will be supplied in the future bu Bainbridge Technologies to Applicant
c. Applicant undertakes to:
i. Promptly sign and further documents and/or provide any further information (such information to be complete accurate and up-to-date in all respects) which Bainbridge Technologies may reasonably require to:
1. Register a financing statement or financing change statement in relation to a security interest of the PPSR;