TERMS AND CONDITIONS

GHN Trading Pty Ltd Terms and Conditions

• Firstly thank you for selecting GHN Trading Pty Ltd (ACN 165 402 102) (“GHN Trading”) as your preferred supplier of the goods.  Your business is greatly appreciated by GHN Trading.
• Notwithstanding any change in my trading structure the Customer will remain personally liable for all goods and services requested by it or its agents from GHN Trading Pty Ltd (ACN 165 402 102) (“GHN Trading Pty Ltd”).
• The Customer must pay for all goods supplied and delivered or services provided in accordance with the terms of the invoice (payment) or with in such other period of time as may be notified to the Customer from time to time by GHN Trading Pty Ltd.
• In the event of any sequestration order is made affecting the Customer’s property, or the Customer becoming bankrupt or insolvent (including the appointment of an external administrator such as an administrator, liquidator or receiver to the Customer) or the Customer ceasing to trade or carry on its business in the usual manner, any amount then due by the Customer to GHN Trading Pty Ltd shall become immediately payable and/or the goods must be returned in original saleable condition at the cost of the Customer if so desired by GHN Trading Pty Ltd.
• GHN Trading Pty Ltd may vary any part of this document by providing 14 days notice in writing. No such notice may be given to any variation to the GHN Trading Website terms and conditions If the Customer does not agree with the variation to this document, then it must notify GHN Trading Pty Ltd accordingly within 7 days of receiving that variation notice in which case GHN Trading, at its absolute discretion, may terminate this document. If the Customer does not respond within the time referred to in the preceding sentence, then it will be deemed to have accepted the variation.
• All sales of goods are made and services are provided to the Customer by GHN Trading Pty Ltd only upon the terms contained in this document and any other terms and conditions issued by GHN Trading Pty Ltd (including an invoice).
• a) Ownership of the goods contained in each delivery shall remain with GHN Trading Pty Ltd which reserves the right to dispose of the goods until payment has been received in full.
  1. Until payment in full for the goods has been received by GHN Trading Pty Ltd the Customer shall hold the goods as a bailee for GHN Trading Pty Ltd. If the Customer sells the goods, then it holds the proceeds of sale of those goods on trust for GHN Trading Pty Ltd and must immediately remit the payment for those goods to GHN Trading in accordance with this document.
  2. If any of the goods are on sold the Customer agrees to place the proceeds of sale for the goods into a bank account conducted in its name and acknowledges that it will not withdraw any of those monies until payment in full for the goods has been received by GHN Trading Pty Ltd.
  3. The Customer agrees to insure the goods supplied by GHN Trading Pty Ltd for their full insurable value against loss or damage by fire theft accident and other such risks.
• The Customer indemnifies GHN Trading Pty Ltd against and agrees to reimburse GHN Trading Pty Ltd for any expenses GHN Trading Pty Ltd may incur in recovering or attempting to recover payment from the Customer of the amounts which may from time to time be overdue. These costs include, but are not limited to, legal court solicitors, debt collection agency commissions and fees.
• GHN Trading Pty Ltd may at any time or from time to time without assigning any reason therefore refuse to extend any further credit to the Customer. GHN Trading Pty Ltd’s approval of credit does not require GHN Trading Pty Ltd to extend to the Customer any particular amount of credit.
• Pursuant to this document, the Customer and the Guarantors hereby authorise GHN Trading Pty Ltd to make all necessary enquiries in respect of any of the trade references etc shown herein and make any credit enquiries GHN Trading Pty Ltd deems fit.
• Where there is more than one Customer or Guarantor each customer and guarantor shall be jointly and severally liable here under and in this document and all terms hereof the singular shall be read and construed as including the plural.
• This deed is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and any courts that may hear appeal from those courts in respect of any proceedings in connection with this document and may not seek to have any proceedings removed from the jurisdiction of New South Wales on the grounds of forum non conveniens.
• All Federal, State and Territory Government duties, levies, imposts, fees and taxes (excluding income tax and capital gains tax), whether current or introduced during the term of this document will be charged to each applicable goods and services supplied and shall be payable by Customer in addition to the sale price of the relevant goods and services (unless expressly stated otherwise).
• In the event the Customer is in default under any one or more of the terms and conditions contained herein, including but not limited to failure to pay any outstanding amount, GHN Trading Pty Ltd will be entitled to call up all balances not yet due and demand payment for all monies outstanding in its absolute discretion.
• GHN Trading Pty Ltd may at any time, assign any of its rights or transfer by novation any of its rights and obligations under this document to any person or persons by providing notice to the Customer. The Customer cannot assign or transfer its obligations under this document without prior written consent of GHN Trading Pty Ltd (including, with respect to a corporate customer, any change to the shareholding or directorship of the Customer).
• GHN Trading Pty Ltd has the right to terminate this document and/or suspend supply with immediate effect if GHN Trading Pty Ltd believes that any of the agreements, undertakings, representations or requirements set out in this document have not been complied with or fulfilled by the Customer. If GHN Trading Pty Ltd terminates this document by notice to the Customer, then all amounts become immediately due and payable by the Customer and/or all goods which have not been paid for by the Customer must be returned to GHN Trading Pty Ltd.

Other Conditions of Sale

Payment Terms – New Trade Customers

After 3 months from the Customer’s initial purchase, the Customer may apply for this 30 Day Trading Account. This means that the Customer will be able to pay for goods after 30 days of invoice. Eligibility for a 30 day account remans strictly up to the discretion of GHN Trading Pty Ltd, and subject to the Customer completing a 30 Day Account Form.

The account terms of GHN Trading Pty Ltd are strictly 30 days net from date of invoice. Failure to adhere to these terms will result in the Customer’s 30 Day Account reverting back to ‘Pro forma’ status with no credit being provided and payment for goods being made prior to delivery. Up to 5 working days will need to be allowed for the Customer’s 30 Day Trading Account application to be assessed and confirmed. Upon approval the Customer will be notified by GHN Trading Pty Ltd via email and the 30 Day Trade Account will be confirmed so that the Customer can purchase goods without payment in advance.

All overdue invoices will incur a 4% (of the value of the invoice) late fee. After 60 days a further 8% per annum will be charged on a daily basis, until the invoice is paid in full.

All goods remain the property of GHN Trading Pty Ltd until the invoice(s) is paid in full.

If payment in full is not received within 30 days of invoice, the Customer irrevocably and unconditionally authorises GHN Trading Pty Ltd and its agents and employees to enter the premises, where goods are situated and remove goods into their possession without notice.

A 2.5% discount will be applied to all invoices paid in full – 30 days from day of invoice. NOT including payment services of which incur a surcharge, special or clearance items.  This discount remains subject to GHN Trading Pty Ltd’s discretion and the Customer’s compliance with this document in full.

A 3.75% discount will be applied to all invoices paid in full – 7 days from day of invoice. NOT including payment services of which incur a surcharge, special or clearance items. This discount remains subject to GHN Trading Pty Ltd’s discretion and the Customer’s compliance with this document in full.

Credit Limits

Upon receiving confirmation of a 30 Day Trading Account, the Customer will be assigned a credit limit at GHN Trading Pty Ltd’s discretion, which is assessed on a number of factors. After a period of 3 months, the Customer may be eligible for an increase to the limit strictly up to the discretion of GHN

Trading Pty Ltd, subject to the Customer’s account being paid in full at the time of the limit increase. To apply for a credit increase, please contact GHN Trading Pty Ltd during normal business hours, and allow up to 5 working days for the request to be assessed and approved.

The new credit limit will be strictly governed by the Customers prompt payment history, historical purchase volumes, and the Customer’s ability to pay the account in full by the due date. Failure to strictly adhere to the terms of GHN Trading Pty Ltd will result in the Customer’s account reverting back to ‘Pro forma’ status and payment for goods being made in advance.

Delivery

GHN Trading Pty Ltd, by its nominated carrier or otherwise, will deliver the Goods to the place nominated by the Customer or as otherwise agreed. Delivery shall take place upon delivery of the goods to the Customer, its agent or nominee or to a carrier commissioned on the Customer’s behalf as applicable at the place specified by the Customer or as otherwise agreed by GHN Trading.

Delivery to be paid by the Customer.

If the Customer is not satisfied with the freight costs, the Customer is welcome to organise its own courier for the goods to picked up at a location nominated by GHN Trading Pty Ltd. If this option is chosen, the Customer is required to give GHN Trading Pty Ltd the pick up details for a time and place suitable to GHN Trading Pty Ltd.

GHN Trading Pty Ltd does not accept any responsibility for any damage caused to the goods during freight transit nor any goods being lost during the transit process or if the goods are stolen after it is delivered to the Customer’s delivery address. It is the Customer’s responsibility to effect the necessary insurance. If however you email or call GHN Trading Pty Ltd prior to purchasing the item and GHN Trading Pty Ltd provides you with the additional amount GHN Trading Pty Ltd’s courier charges for insurance and you pay for it then GHN Trading can effect that freight insurance.

Further GHN Trading Pty Ltd will not be held responsible if there is a delay in delivery of the goods you have purchased as those things are out of GHN Trading Pty Ltd’s control when the goods are picked up by its nominated courier company.

Risk in the goods pass to the Customer immediately upon the goods being picked up by GHN Trading Pty Ltd’s courier or your courier (as the case may be) from its premises.

Returns

Returns will not be accepted without prior notification and which notification must be made within 7 days of the delivery date, quoting invoice number and reasons. Freight will be charged on any item that is returned by the Customer and the Customer must pay for those return costs.

For any goods returned as ‘unsuitable’ there is a re-stocking charge of 10% plus freight chargeable to the Customer.  Faulty goods are to be returned to the Head Office of GHN Trading Pty Ltd (or another location nominated by it) and once deemed faulty, a credit will be issued to the Customer. Returned goods must be returned in their original packaging with all accessories, and must be in a re-saleable condition.

Limitation of liability and indemnity

To the extent permitted by law, the Customer agrees that all terms, conditions and warranties or undertakings whether express or implied, oral or written relating to the goods are expressly excluded.  Any liability of GHN Trading Pty Ltd arising in connection with this document will be limited, at its discretion, to the replacement or repair of the goods or a refund of monies paid by the Customer for the goods.

In no event shall GHN Trading Pty Ltd be liable for any indirect or consequential losses (including loss of profits, loss of revenue, loss of opportunity and loss of business).

The Customer and the Guarantor indemnify GHN Trading Pty Ltd from and against any losses, costs, expenses or damages suffered by GHN Trading Pty Ltd as a result of the breach of this document by the Customer and/or the Guarantors.

Personal guarantee and indemnity

• The Guarantor(s) hereby irrevocably and unconditionally:
  1. guarantees the payment by the Customer of all moneys owing to GHN Trading Pty Ltd as a result of the provision of goods and services provided by GHN Trading Pty Ltd to the Customer at any time and on any account whatsoever; and
  2. indemnifies GHN Trading Pty Ltd against all losses suffered or incurred by GHN Trading Pty Ltd as a result of any failure by the Customer to pay in a due and punctual manner any monies to GHN Trading Pty Ltd on the due date for payment and any breach of any of the covenants and conditions contained in or implied by any document entered into between the Customer and GHN Trading Pty Ltd in relation to the supply of goods and services to the Customer, (“Guarantee”).
• Should the Customer default in the due and punctual payment of any account to GHN Trading Pty Ltd, the Guarantor must immediately on demand pay to GHN Trading Pty Ltd all monies owed by the Customer to GHN Trading Pty Ltd. GHN Trading Pty Ltd is not obliged to take any action against any person, the Customer or under any security prior to claiming from the Guarantor.
• The Guarantee is continuing and irrevocable and the obligations of the Guarantor are absolute and unconditional in all circumstances. The Guarantee is a principal obligation and will not be treated as ancillary or collateral to any other obligation.
• The Guarantee will not be abrogated, modified, prejudiced, affected or considered as wholly or partially discharged by any one or more of the following:
  1. Any appointment of a manager, receiver, administrator or liquidator to the Customer or by any proceedings to wind up the Customer.
  2. In the event the Customer offers its creditors, either formally or informal a compromise of the moneys owed to them.
  3. Any indulgence, postponement or granting of time by GHN Trading Pty Ltd to the Customer.
  4. Any compounding, compromise, release, abandonment, waiver, variation, relinquishment or renewal of any rights of GHN Trading Pty Ltd against the Customer or any other person.
  5. Any variation in the arrangements between GHN Trading Pty Ltd, whether or not such variations are formalised in writing and whether or not the Guarantor is aware of those variations.
  6. The neglect or omission of GHN Trading Pty Ltd to enforce any of its rights.
  7. Any person or Guarantor who is intended to execute this deed or be a guarantor not executing this deed or being bound.
  8. Any obligation arising between GHN Trading Pty Ltd and the Customer being or becoming unenforceable in whole or in part for any reason.
• GHN Trading Pty Ltd, in its absolute discretion, may determine the order and time in which it will enforce this document and the order and time it will enforce its rights against any Guarantor, if there is more than one.
• A certificate signed by an officer of GHN Trading Pty Ltd will be prima facie evidence of the Guarantor’s indebtedness and obligations under this document.
• If two or more parties are included as Guarantors in this document then a liability of those parties under this document is a joint liability of all of them and a several liability of each of them.
• The Guarantor, upon demand being made, must pay all costs (including legal costs as between solicitor and client) expenses and other amounts incurred or paid by GHN Trading Pty Ltd in respect of the enforcement of the Guarantee and any arrangement between GHN Trading Pty Ltd and the Customer.
• To secure payment of all monies which may become payable by the Customer to GHN Trading Pty Ltd, the Guarantor hereby charges all of its rights, title and interest in real and personal property owned by the Guarantor both present and future and consents to GHN Trading Pty Ltd lodging a caveat, caveats or writs noting GHN Trading Pty Ltd’s interest arising under this document.
• The Guarantor consents and agrees that GHN Trading Pty Ltd may seek, obtain and exchange personal information about the Guarantor with a credit reporting agency when assessing whether or not to accept the Guarantor as a Guarantor, and may also give and exchange information with such a credit reporting agency in the enforcement of the terms of this document.

Personal Property and Securities Act provisions

• The Customer consents to GHN Trading Pty Ltd registering its security interests and rights under this document pursuant to the Personal Property Securities Act 2009 (Cth) (“PPSA”).
• The Customer agrees to treat the security interest as a continuing and subsisting interest in the goods supplied by GHN Trading Pty Ltd, with priority over any registered or unregistered general (or other) security and any unsecured creditor, even if the goods become commingled with any other goods before paid in full.
• The Customer grants to GHN Trading Pty Ltd, a purchase money security interest (as defined in the PPSA) (“PMSI”) and agrees that the PMSI granted will continue to apply to the supply of the goods or the proceeds of sale of the goods.
• The Customer acknowledges and agrees that GHN Trading Pty Ltd has the right to register a financing statement with respect to the goods and agrees to sign any further documents and provide any further information that GHN Trading Pty Ltd reasonably requires to register a financing statement.
• The Customer waives its right to receive any notice under the PPSA (including a notice of verification statement) unless the notice requirement cannot be excluded under the PPSA.
• The Customer contracts out of the enforcement provisions referred to at sections 115(1)(a) to (r) (inclusive) of the PPSA.

Website terms and conditions

The terms and conditions contained in the GHN Trading Website are deemed to be incorporated in full into this document.  If there is any inconsistency between the terms of this document and the terms and conditions contained in the GHN Trading Website, then the terms contained in this document will prevail to the extent of the inconsistency.