TERMS AND CONDITIONS

Acceptance of application
1. This Application is accepted by TVC upon receipt by the Applicant of written notification given by TVC’s authorised representative (“the Notification”) that the Application is accepted by TVC.
2. If this Application is successful a fixed credit limit will be determined by TVC. Should the account balance exceed the limit TVC reserves the right to withhold the credit facility without notice to the Applicant.
Credit limit
1. The Notification, at TVC’s absolute discretion, may state the aggregate maximum credit limit TVC will extend to the Applicant. TVC may alter the aggregate maximum credit limit or extend credit to the Applicant in excess of the aggregate maximum credit limit upon notice to the Applicant.
Payment of GST
1. The Applicant agrees that all Goods and Services Tax (“GST”) imposed pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) on goods the subject of any contract between the Applicant and TVC will be paid by the Applicant. The price shall be increased by the amount of any GST and other taxes and duties which may be applicable (except if such taxes are expressly included in any quotation given by TVC).
Payment of invoices
1. The Applicant understands that any quotation for goods supplied by TVC is valid only for the period for acceptance stated in the quotation document or, if no period is stated, then within 30 days.
2. The Applicant understands that it will receive a tax invoice at the time of purchase, and that payment in full must be forwarded to, and received by, TVC within 30 days of the end of the calendar month in which the tax invoice was issued.
3. The Applicant understands that, should the Applicant default in payment of any monies due under an invoice, no further credit will be allowed until notified by TVC.
4. The Applicant agrees that TVC has the right to charge interest at the current Bank of Western Australia Ltd overdraft rate on all overdue monies up to the date of payment provided that the interest rate will not exceed 1.5% per calendar month.
Guarantor and authority to make inquires
1. The Applicant agrees to pay any duty in relation to the credit account and any guarantee entered into as required by TVC.
2. The Applicant agrees that expenses, costs or disbursements, plus any GST applicable thereto, incurred in recovering any outstanding monies, including debt collection agency fees and legal costs will be paid by the Applicant on a solicitor/client basis.
3. The Applicant agrees to provide a Guarantor or Guarantors acceptable to TVC on the terms and conditions set out in part (B.) of this Application. Any Guarantors must be natural persons and must sign the attached Guarantee prior to the submission of this Application.
4. The Application gives TVC and its authorised representatives authority to make inquiries as to credit and financial responsibility of the Applicant and the Guarantor and obtain and/or give trade/commercial references from time to time.
Passing of risk
1. The goods ordered by the Applicant from TVC are at the Applicant’s risk from the time that the goods leave TVC’s premises for delivery to the Applicant.
Passing of property
1. Ownership of all goods ordered by the Applicant from TVC remains with TVC until:
  1. the Applicant has paid the full price of the all goods outstanding; and
  2. the Applicant has met all other obligations due by the Applicant to TVC in respect of all contracts between TVC and the Applicant, and that the goods, or proceeds of the sale of goods, shall be kept separate until TVC has received payment and all other obligations of the Applicant are met.
2. The Applicant agrees that upon receipt of the delivered goods, the Applicant must store the goods separately from property belonging to the Applicant.
3. It is further agreed that:
  1. the Applicant shall not deal with the money of TVC in any way which may be adverse to TVC;
  2. until such time as ownership of the goods passes from TVC to the Applicant, TVC may give notice in writing to the Applicant to return the goods or any of them to TVC. Upon such notice the rights of the Applicant to obtain ownership or any other interest in the goods shall cease;
  3. if the Applicant fails to return the goods to TVC then TVC or TVC’s agent may enter upon and into land and premises owned, occupied or used by the Applicant, or any premises as the invitee of the Applicant, where goods are situated and take possession of the goods, without being responsible for any damage thereby caused;
  4. receipt by TVC of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then TVC’s ownership of rights in respect of the goods shall continued;
  5. the Applicant shall not charge the goods in any way nor grant nor otherwise give any interest in the goods while they remain the property of TVC;
  6. TVC may require payment of the price or the balance of the price due together with any other amounts due from the Applicant to TVC arising out of these terms and conditions, and TVC may take any lawful steps to require payment of the amounts due and the price;
  7. TVC can issue proceedings to recover the price of the goods sold notwithstanding that ownership of the goods may not have passed to the Applicant.
4. TVC and any of its employees is hereby irrevocably authorised to enter upon any premises occupied by the Applicant in order to take possession of any of the goods delivered by TVC for which payment has not been made under cause 4.2 above.
Inspection of goods
1. The Applicant shall inspect the goods on delivery or installation and must notify TVC of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote within seven (7) days of delivery or installation. If the Applicant does not give TVC an opportunity to inspect the goods or installation within a reasonable time following delivery, the goods or installation shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.
2. The Applicant understands that where second-hand goods are provided the Applicant will receive notification, and acknowledges that the Applicant will fully inspect the second-hand goods, and indemnifies TVC against any loss or damage arising therefrom.
Delivery of goods
1. Delivery of goods shall be to the Applicant’s address, and the Applicant shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery, or delivery shall be made to the Applicant at the premises of TVC.
2. The Applicant agrees that:
  1. delivery of the goods to a carrier, either named by the Applicant, or, failing such naming, to a carrier at the discretion of TVC, for the purpose of transmission to the Applicant, is deemed to be a delivery of the goods to the Applicant;
  2. the failure of TVC to deliver shall not entitle either party to treat this contract as repudiated; and
  3. TVC shall not be liable for any loss or damage whatever due to failure by TVC to deliver the goods (or any of them) promptly or at all.
Warranty
1. The warranty period is (unless agreed otherwise in writing) twelve (12) months, and does not cover:
  1. damage to other goods (apart from those covered by warranty), or other losses, loss of profits, damages or injuries or consequential loss; and
  2. any claim that is not made within the applicable warranty period, and in accordance with the procedures and requirements set out in this clause.
2. The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
  1. failure by the Applicant to correctly set up, apply, fit, or properly maintain the product; or
  2. failure by the Applicant to follow any instructions or guidelines provided by the manufacturer or TVC; or
  3. any use of the product other than for any application specified on a quote or order form; or
  4. the continued use of the product after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user of the product; or
  5. fair wear and tear on the product; or
  6. human error in operating or using the product; or
  7. any accident; or
  8. an act of God; or
  9. if the product is repaired, altered or overhauled without TVC’s consent; or
  10. the Applicant sells the product or allows any person other than the Applicant or an employee of the Applicant to use or control the product.
The Consumer and Competition Act (Cth) (“CCA”) and Fair Trading Act (“FTA”)
1. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
Default
1. Without prejudice to any other remedies TVC may have, if at any time the Applicant is in breach of any obligation (including those relating to payment), TVC may suspend or terminate the supply of goods and the supply of credit to the Applicant, or require cash on delivery. TVC will not be liable to the Applicant for any loss or damage the Applicant suffers because TVC exercised its rights under this clause.
2. If it is necessary for TVC to either suspend or terminate the supply of goods or credit, then TVC shall be entitled to immediate payment of a sum equal to the price of all goods then unpaid.
3. If:
  1. any money payable to TVC becomes overdue, or in TVC’s opinion the Applicant will be unable to meet its payments as they fall due; or
  2. the Applicant becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Applicant or any asset of the Applicant;
    
    then:
  4. TVC shall be entitled to cancel all or any part of any order of the Applicant which remains unperformed in addition to and without prejudice to any other remedies; and
  5. all amounts owing to TVC shall, whether or not due for payment, immediately become due and payable, together with costs and expenses as provided for in clause 13.1 below.
4. TVC may cancel these terms and conditions or cancel delivery of goods and services at any time before the goods are delivered by giving written notice. On giving such notice, TVC shall promptly repay to the Applicant any sums paid in respect of the price for those goods, and TVC shall not be liable for any loss or damage whatsoever arising from such cancellation.
Costs
1. If payment is not made by the Applicant in accordance with terms of this agreement, then the Applicant must pay all costs and other expenses of whatsoever nature (including all debt collection fees and commissions and legal expenses on a solicitor/client basis) which may be incurred by TVC in recovering any sums due.
Security and charge
1. the Applicant hereby charges all land owned or on the future acquired by it to secure all monies which are or may become owing under this agreement and:
  1. consents to an absolute caveat being registered by TVC at any time in respect of such land to protect its charge; and
  2. must enter into a mortgage in respect of such land immediately upon request by an authorised representative of TVC, such mortgage shall contain standard clauses prepared by TVC’s solicitors.
PPS Act and Registration
1. The Applicant acknowledges and agrees that:
  1. all goods ordered by the Applicant from TVC, and all proceeds from the sale or other disposal of such goods, are subject to a security interest (as that term is defined in the Personal Property Securities Act 2009 (CTH) (“PPSA”) until the Applicant has paid the full price outstanding of all such goods and has met all other obligations due by the Applicant to TVC in respect of all contracts between TVC and the Applicant; and
  2. TVC may register a financing statement in the Personal Property Securities Register against the Applicant and all goods ordered by the Applicant from TVC to perfect the security interest and otherwise comply with the PPSA.
2. At TVC’s request, the Applicant agrees to do everything that TVC requires in order to obtain a more effective security interest or the priority that TVC requires over the goods or proceeds from the sale or other disposal of such goods, including, without limitation, providing details about the Applicant or the property subject to TVC’s security interest.
3. The Applicant waives any right to receive any notices under the PPSA unless they are required to be given and cannot be excluded, including the right to receive notice of a verification statement under section 157 of the PPSA.
4. The Applicant must give TVC immediate notice before it changes its name, if any ABN, ACN, ARBN or ARSN allocated to it changes, is cancelled or ceases to apply to it or if any ABN, ACN, ARBN or ARSN is allocated to it where it did not previously have one.
5. To the extent permitted by s 115(1) and s 115(7) of the PPSA, the Applicant and TVC agree to contract out of the following provisions of the PPSA: s 121(4) (enforcement of liquid asset security – notice); s 125 (obligation to dispose of or retain collateral); ss 129(2) and 129(3) (requirements for disposal by purchase); s 132 (obligation to give statement of account); s 142 (redemption of collateral); and s 143 (reinstatement of security agreement).
6. To the extent permitted under the PPSA, including section 275(6) of the PPSA, the parties must not disclose information, Including the existence of and content of any documents relating to the security interest, to or at the request of an interested person as defined in section 275(9) of the PPSA.
Collection of information
1. The Applicant and/or the Guarantor/s agree to TVC obtaining from a credit reporting agency a credit report containing personal credit information about the Applicant and Guarantor/s in relation to credit provided by the TVC.
2. The Applicant and/or the Guarantor/s agree that TVC may exchange information about the Applicant and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:
  1. to assess an application by the Applicant;
  2. to notify other credit providers of a default by the Applicant;
  3. to exchange information with other credit providers as to the status of this credit account, where the Applicant is in default with other credit providers; and
  4. to assess the credit worthiness of the Applicant and/or Guarantor/s.
3. TVC may give information about the Applicant to a credit reporting agency for the following purposes:
  1. to obtain a consumer credit report about the Applicant; and/or
  2. to allow the credit reporting agency to create or maintain a credit information file containing information about the Applicant.
4. The Applicant consents to TVC being given a consumer credit report to collect overdue payment on commercial credit (section 20E(2) and 20F of the Privacy Act 1988 (Cth)).
5. The Applicant agrees that personal data provided may be used and retained by TVC for the following purposes and for other purposes as agreed between the Applicant and TVC or required by law from time to time:
  1. provision, and/or marketing of goods and or services by TVC, its agents or distributors in relation to the goods and services;
  2. analysing, verifying and/or checking the Applicant’s credit, payment and/or status in relation to the provision of goods or services;
  3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Applicant; and
  4. enabling the daily operation of the Applicant’s account and/or the collection of amounts outstanding in the Applicant’s account in relation to the goods and services.
Disposal of goods
1. If:
  1. TVC retains possession or control of the goods; and
  2. payment of the price is due to TVC; and
  3. TVC has made demand in writing of the Applicant for payment of the price in terms of this agreement; and
  4. TVC has not received the price of the goods,
  then TVC may dispose of or sell the goods as it sees fit, with no liability for any loss or damage suffered by the Applicant as a result.
General
1. This agreement supersedes all prior agreements, understandings and negotiations. No terms and conditions which are at variance with these terms and conditions apply to the provision of credit, unless expressly accepted by TVC.
2. If any provision of these terms and conditions is invalid, void or illegal or unenforceable, the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. All goods supplied by TVC are subject to the laws of Western Australia and TVC takes no responsibility for changes in the law which affect the goods supplied.
3. The Applicant agrees that:
  1. TVC shall be under no liability whatever to the Applicant for any indirect loss and/or expense (including loss of profit) suffered by the Applicant arising out of a breach by the TVC of these terms and conditions;
  2. the Applicant shall not set off against the price amounts due from TVC;
  3. TVC may license or sub-contract all or any part of its rights and obligations without the Applicant’s consent;
  4. TVC reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions that change will take effect from the date on which TVC notifies the Applicant of such change; and
  5. any variation from the plan of scheduled works or specifications, or from measurements taken on site, will be charged for on the basis of this quotation and will be shown as extras on the invoice. Payment for all extras must be made in full at their time of completion.
4. If the Application is made by more than one Applicant, each Applicant is jointly and severally liable under this agreement.
5. If the Applicant signs the Application as the trustee of a trust, the Applicant is personally liable for the performance of all terms and conditions contained in this agreement and agrees that TVC’s right of recourse under this agreement shall are not limited to the Applicant’s assets, but extend to the assets of the trust.
6. The Applicant shall pay all duties, fees and expenses associated with the Application and the registration of any caveats, withdrawal of caveats, mortgages or discharge of mortgagees and any duty.
7. This agreement is governed by the laws of Western Australia, and the Applicant agrees to submit to the exclusive jurisdiction of the Courts of Western Australia.