TERMS AND CONDITIONS OF SALE
1. INTERPRETATION
In these terms and conditions:
1.1 ‘Amounts owing’ means all amounts owing by the Buyer and any of its Related Bodies Corporate to Ozi Hygiene Pty Ltd on any account or in any capacity;
1.2 ‘Buyer’ means the persons (including its/their successors, personal representatives and permitted assigns) acquiring Supply from Ozi Hygiene Pty Ltd and where the Buyer is a company means that company and each of its Related Bodies Corporate. Where there is more than one Buyer, the covenants on their part contained herein shall be deemed to be joint and several covenants;
1.3 ‘Supply’ means the goods to be supplied or services to be performed by Ozi Hygiene Pty Ltd under the Contract;
1.4 ‘equipment‘ means packaging or cleaning machinery and associated software (as applicable) as specified in the Quotation;
1.5 ‘goods’ means all goods, equipment and other personal property to be sold, leased, hired or otherwise supplied by Ozi Hygiene to the Buyer under the Contract
1.6 ‘Quotation’ means the offer issued by Ozi Hygiene Pty Ltd for each transaction incorporating Ozi Hygiene Pty Ltd terms and conditions specific to that supply including (a) terms for the supply of equipment by way of sale, lease or free on loan; and (b) any statement of work (SOW) describing services to be delivered (as applicable);
1.7 ‘Related Body Corporate‘ has the meaning it has in the Corporations Act 2001 (Cth);
1.8 Ozi Hygiene Pty Ltd (ABN 80 639 900 520) from time to time that submits the Quotation (as applicable);
1.9 ‘services‘ means the services to be performed under the Contract (and as described in a SOW incorporated into a Quotation);
1.10 ‘SOW’ means a statement of work which describes goods and services to be supplied by Ozi Hygiene Pty Ltd; and
1.11 ‘Specification’ means any specification, product information sheet or safety data sheet furnished by Ozi Hygiene Pty Ltd to the Buyer or referred to in the Quotation in respect of the Supply (if any).
1.12 The use of the word ‘includes’ or ‘including’ shall be interpreted to mean ‘includes’ or ‘including without limitation’. A reference to ‘$’ or ‘dollars’ in the Contract is to Australian dollars (unless expressly stated otherwise).
2. CONTRACT
2.1 These terms and conditions apply to all contracts for the supply of goods or performance of services by Ozi Hygiene Pty Ltd to the Buyer (each a ‘transaction’) and supersede any purchase orders issued by the Buyer and all terms and conditions previously issued by Ozi Hygiene Pty Ltd. No contract for the supply of goods or services shall exist between Ozi Hygiene Pty Ltd and the Buyer except upon these terms and conditions, unless exclusion or modification is agreed to in writing by Ozi Hygiene. Any order placed by the Buyer to Ozi Hygiene Pty Ltd for Supply is deemed to be an order incorporating these terms and conditions, the Quotation and Ozi Hygiene’s order acknowledgement (if any) (collectively the ‘Contract’).
3. ORDERS AND PRICE
3.1 Quotations are valid for 30 days. Sales are on a firm basis and no returns will be accepted. Ozi Hygiene Pty Ltd may alter the price upon written notice to the Buyer of the new price as at the delivery date.
3.2 Placement of a purchase order by the Buyer must reference the applicable Quotation (if any) and is an acceptance of the Contract. Ozi Hygiene Pty Ltd reserves the right to accept a part only of any order by notifying the Buyer in writing. An order which has been accepted in whole or in part by Ozi Hygiene Pty Ltd cannot be cancelled or varied by the Buyer without obtaining the prior written approval of Ozi Hygiene Pty Ltd which it may refuse in its absolute discretion.
4. PAYMENT
4.1 Ozi Hygiene Pty Ltd will issue an invoice on delivery of the goods or performance of the services purchased. The Buyer must pay the entire amount of an invoice in immediately available funds according to the applicable credit terms granted. If credit terms are 30 days then payment must be by the last working day of the calendar month following the month in which the invoice was issued. Should the last day of the following calendar month fall on a weekend or public holiday, payment is required on the last working day of the month. Payments made under this clause must be made in full, without any set off, restriction, deduction, withholding or condition.
4.2 If payment is not made in accordance with clause 4.1 Ozi Hygiene Pty Ltd will be entitled to calculate and charge interest at a rate of 12% per annum. Such interest shall be calculated from the date of notification of the overdue amount.
4.3 Default by the Buyer under these payment provisions entitles Ozi Hygiene Pty Ltd to demand full payment immediately, under any then current agreement between the Buyer and Ozi Hygiene, failing which Ozi Hygiene, in addition to any other course of action then available to Ozi Hygiene, may elect to terminate all or any of those other agreements immediately by notice in writing to the Buyer.
5. DELIVERY
5.1 Ozi Hygiene Pty Ltd must make all reasonable efforts to have the Supply delivered or performed on the date agreed between the parties as the delivery date, but Ozi Hygiene Pty Ltd shall be under no liability whatsoever should delivery not be made on this date.
5.2 Unless otherwise agreed, Ozi Hygiene Pty Ltd shall select the route and means of delivery of the goods to the premises of the Buyer or premises nominated by the Buyer.
5.3 If the preparation of the Buyer’s order or the delivery of any Supply is suspended by the Buyer’s instructions or failure to instruct, the price will be increased to cover any extra expenses incurred by Ozi Hygiene Pty Ltd directly or indirectly as a consequence of the instructions or failure to instruct. If the Buyer is unable to take the goods when they are ready for despatch then Ozi Hygiene Pty Ltd may invoice the Buyer for storage of such goods.
6. RISK
6.1 Risk in the goods shall pass to the Buyer upon delivery of the goods to the Buyer or the agent of the Buyer or to a carrier commissioned by the Buyer.
6.2 Following delivery, the Buyer must, at its own expense, insure the goods against storm and tempest, loss or damage by fire, accident or malicious or negligent damage or otherwise howsoever caused and the Buyer must maintain that insurance in the name of Ozi Hygiene Pty Ltd until title in the goods pass to the Buyer.
7. TITLE
The parties agree that the property in and title to the unused goods remains with Ozi Hygiene Pty Ltd until all Amounts Owing have been paid in full and notwithstanding any intermediate payment in settlement of any particular account. Until all debts owing to Ozi Hygiene Pty Ltd by the Buyer have been paid in full, the Buyer is in a fiduciary relationship with Ozi Hygiene Pty Ltd and is a bailee only of the unused goods.
8. SERVICES
8.1 The Buyer shall take all necessary measures to ensure that Ozi Hygiene Pty Ltd personnel are able to safely and expeditiously commence and carry out the services immediately upon their arrival on site including provide the relevant utilities services required to perform the services as advised by Ozi Hygiene Pty Ltd.
8.2 The Buyer must be responsible for the accuracy and completeness of the information supplied by the Buyer and its representatives. In the event of any error or omission in this information supplied, the Buyer shall be responsible and shall bear the cost of any alterations or variations required to the services.
9. TECHNICAL SPECIFICATIONS
9.1 Invoices, weights, gauges, sizes and tares of Ozi Hygiene Pty Ltd shall be treated as prima facie accurate and may vary from time to time as set out in the Specification.
9.2 Subject to clause 11, if any of the goods are found to not meet Specification due to reasons for which Ozi Hygiene Pty Ltd is responsible and the Buyer notifies Ozi Hygiene Pty Ltd in writing promptly upon becoming aware and in any event within 90 days of delivery, clause 12.1(a) shall apply as Buyer’s sole and exclusive remedy for such non-compliance, provided that (i) Ozi Hygiene Pty Ltd will not be liable for goods which have not been stored or used in a proper manner; (ii) the goods are returned in the condition in which they were delivered; (iii) the goods have not been sold on a non-returnable basis; and (iv) if the goods carry any expiry date, the goods have not expired.
10. FITNESS FOR PURPOSE
10.1 Subject to clause 11, the Buyer acknowledges that Ozi Hygiene Pty Ltd or a person purporting to act on its behalf has not made any representation or given any promise or undertaking which is not expressly set out in writing whether as to the fitness of the Supply for any particular purpose or any other matter. The Buyer acknowledges that without relying upon the skills or judgement of Ozi Hygiene Pty Ltd or any person purporting to act on its behalf, it has determined that the Supply being acquired shall be fit for its purposes. Any description of the Supply is for identification only and shall not constitute a contract for the supply of the goods by description.
10.2 Buyer agrees that any advice or work provided by Ozi Hygiene Pty Ltd at no charge is provided on an ‘as is’ basis and Ozi Hygiene Pty Ltd shall have no liability to Buyer in respect of such advice or work whatsoever. Technical advice given as part of a SOW will be warranted as set out in the SOW, but subject to these terms.
11. STATUTORY RIGHTS OF THE BUYER
11.1 The Contract shall not exclude or modify the rights, entitlements, remedies and liabilities of either party by any condition or warranty implied by any Commonwealth, State or Territory Act or any other law rendering void or prohibiting such exclusion or modification. Except to the extent that any such rights, entitlements, remedies and liabilities cannot be excluded or limited, all representations, terms, warranties and conditions not set out in the Contract in relation to the Supply including whether expressed or implied by statute, common law or trade custom or usage or otherwise are hereby expressly excluded.
12. LIABILITY
12.1 Notwithstanding any other provision of the Contract and to the extent permitted by law: (a) The liability of Ozi Hygiene Pty Ltd pursuant to clauses 9, 10 and 11 above shall be limited to, at Ozi Hygiene Pty Ltd’s sole discretion, any one or more of the following: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing or repairing the goods or of acquiring equivalent goods; and/or (iv) the re-performance of the services (as applicable). (b) (but subject to clause 12.1(a)) Ozi Hygiene Pty Ltd (and its employees, affiliates, contractors and agents) shall under no circumstances be liable to the Buyer, its employees, affiliates, agents or contractors for any direct, indirect, incidental or consequential damages, loss of profits or revenue, production, contract, sales opportunity or business reputation, direct or indirect labour cost and overhead expenses, business interruption, loss or corruption of information or data, loss of expected savings, opportunity costs, loss or reduction of goodwill, economic loss and damage to equipment or property or any other claim whatsoever arising directly or indirectly out of or in any way attributable to the sale, delivery or performance of the Supply or the Contract.
12.2 Without limiting clause 12.1(b), Ozi Hygiene Pty Ltd accepts no responsibility or liability for any loss or damage arising out of or in connection with any personal injury, illness or death to any person or damage to any property or any other loss or damage of any kind whatsoever caused by:
(a) the Supply; and/or
(b) the entry onto, and any activities undertaken on and in, Ozi Hygiene Pty Ltd’s premises by the Buyer or its employees, agents, contractors or subcontractors.
12.3 The Buyer will indemnify Ozi Hygiene Pty Ltd and keep it indemnified from and against liability and any loss or damage of any kind whatsoever arising directly or indirectly from:
(a) any breach of any of these terms or conditions by the Buyer;
(b) any injury or harm suffered by an employee, agent or contractor of Ozi Hygiene Pty Ltd on the premises of the Buyer or any other Premises employees, agents or contractors of Ozi Hygiene Pty Ltd are required by the Buyer to attend; and
(c) any claim by any person in respect of or arising out of or in connection with any of the matters referred to in clause.
12.4 No warranty is given and no responsibility is accepted by Ozi Hygiene Pty Ltd to ensure that goods supplied under this agreement comply with any statutory requirements relating to the marketing of goods. Compliance with such legislation is the Buyer’s sole responsibility. The limitations and exclusions of liability in the Contract shall apply whether based on negligence or other tort or breach of contract by Ozi Hygiene Pty Ltd, under statute, a warranty, an indemnity, in equity or otherwise.
13. INTELLECTUAL PROPERTIES AND CONFIDENTIALITY
13.1 The sale to and the purchase by the Buyer of goods or services does not confer on the Buyer any licence or right under any copyright patent, design or trade mark or any other intellectual property right which is the property of Ozi Hygiene Pty Ltd which shall include all tooling, materials, dies, designs, moulds, software, industrial or intellectual property or the like used in the preparation for or production of or contained in any goods or provision of any services. Title to all intellectual property rights subsisting in the Supply (including designs, drawings and patents) shall remain the exclusive property of Ozi Hygiene Pty Ltd or Ozi Hygiene‘s third party suppliers or licensors.
13.2 All drawings and Specifications furnished by Ozi Hygiene Pty Ltd to the Buyer are copyright, confidential and supplied for the sole purpose of the particular contract concerned. The Buyer may not make any copies of or use for any purpose other than as expressly authorized by Ozi Hygiene Pty Ltd in writing or communicate any details of the drawing or technical specifications or any other sensitive information provided by Ozi Hygiene Pty Ltd to any third party without the prior written consent of Ozi Hygiene Pty Ltd. Ozi Hygiene Pty Ltd shall not be required to provide the Buyer with any manufacturing drawings, know-how, software source codes or details of manufacturing practices, processes or operations. 14. PRINTING, ARTWORK AND COMPOSITION Any printing, artwork or composition that may be required by the Buyer will be done or deemed to have been done upon the instructions of the Buyer and the Buyer assumes all liability and agrees to indemnify and hold Ozi Hygiene Pty Ltd harmless in respect of any resulting infringement of copyright, trademarks, patents or designs and any claims, costs, expenses, damages and liabilities that may result therefrom or any other Buyer- supplied information.
15. TERMINATION
If the Buyer (i) fails to observe or perform any of the terms of the Contract, or (ii) is insolvent, a resolution is passed or proposed or an application filed for the winding up of the Buyer, or an administrator, receiver or receiver and manager, mortgagee in possession or other like officer is appointed in respect of the property or any part of the property of the Buyer or the Buyer is de-registered or the Buyer makes or proposes to make an arrangement with its creditors, or the Buyer is placed under official management or execution is levied upon the assets of the Buyer, Ozi Hygiene Pty Ltd may at any time in its absolute discretion terminate the Contract in whole or in part or suspend performance under the Contract by notice in writing to the Buyer but without prejudice to the other rights of Ozi Hygiene Pty Ltd at law or under the Contract.
16. FORCE MAJEURE AND FRUSTRATION
Ozi Hygiene Pty Ltd shall use all reasonable endeavours to fulfil its contractual obligations but if an event of force majeure occurs or the contract becomes impossible to perform or is otherwise frustrated, Ozi Hygiene Pty Ltd shall be excused from its obligations hereunder without recourse from the Buyer. The Buyer shall be liable to pay to Ozi Hygiene Pty Ltd all costs which suppliers or sub-contractors of Ozi Hygiene Pty Ltd have incurred directly or indirectly or for which Ozi Hygiene Pty Ltd is liable under the contract at the time of an event of force majeure, frustration, impossibility of performance or delays caused by Buyer or its agents and contractors. Ozi Hygiene Pty Ltd shall not however require payment for any standard parts or materials which Ozi Hygiene Pty Ltd may be able to use at the time in any other contract then current. Any prepayments which may have been made to Ozi Hygiene Pty Ltd under the Contract shall be applied towards the satisfaction of such sum as may become due to it and the excess (if any) prepayment shall be refunded to the Buyer. An event of force majeure means anything outside Ozi Hygiene Pty Ltd’s reasonable control including but not limited to fire, storm, flood, earthquake, explosion, war, invasion, rebellion, sabotage or epidemic, labour dispute, labour shortage, failure or delay in transportation, act or omission (including laws, regulations, disapprovals or failures to approve) of any third person (including, but not limited to, subcontractors, customers, governments or government agencies).
17. NOTICE
A notice given by Ozi Hygiene Pty Ltd to the Buyer or the Buyer to Ozi Hygiene Pty Ltd must be in writing, be left at or sent by registered post or facsimile or email requesting receipt confirmation to the address in the applicable Quotation.
18. TAXES
Unless otherwise stated, the prices quoted are exclusive of any taxes, including GST (as that term is defined in the A New Tax System (Goods and Services Tax) Act 1999 as amended (‘GST Act’)). If the Supply being the subject of the quotation are a taxable supply for the purpose of the GST Act, in addition to paying for the goods, the Buyer must pay to Ozi Hygiene Pty Ltd the GST payable in respect of the taxable supply. If any other taxes are levied on the goods and services, these must be paid by the Buyer.
19. QUANTITIES
Ozi Hygiene Pty Ltd will use all reasonable endeavours to supply the quantity of goods ordered by the Buyer. However, except in respect of Ozi Hygiene products, good delivery shall be constituted when underage and overage is not more than 15%. The only exception to this percentage (unless otherwise stated in the Quotation) is for some small orders pertaining to the Ozi Hygiene Pty Ltd Division trading as ‘Cryovac’ where the allowable underage and overage shall be 25% of the quantity of goods ordered for:
(a) Barrier Bags, Casings, Pouches in quantities of less than 5,000 units;
(b) Laminate Roll stock in quantities less than 250 kilograms; and
(c) Tubing in quantities of less than 10,000 metres.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1 These terms and conditions are governed by the laws of Victoria, Australia excluding: (i) any conflict-of-laws provisions thereof that would otherwise require the application of the law of any other jurisdiction; and (ii) the United Nations Convention on Contracts for the International Sale of Goods (if applicable).The Buyer and Ozi Hygiene Pty Ltd agree to submit to the non-exclusive jurisdiction of the courts of Victoria, Australia and the courts of appeal from them. 20.2 If a difference or dispute arises between the parties arising out of or in connection with the Contract (‘dispute’), the aggrieved party must send a written notice to the other party setting out the nature of the dispute, what outcome that party wants and what action they think will settle the dispute. The parties must use reasonable endeavours to resolve the dispute by mutual negotiation. If any dispute is not resolved within 28 days of the matter arising, either party may require the matter to be referred to mediation by notice to the other party setting out the general nature of the difference. If the parties fail to agree on mediation or settle the dispute by mediation within 28 days of the matter being referred to mediation, then either party may initiate litigation to resolve the dispute. Either party may take immediate steps at any time to seek urgent injunctive or equitable relief before an appropriate court.
21. PPSA
21.1 The Buyer acknowledges that the Contract constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (‘PPSA’). Ozi Hygiene Pty Ltd takes a security interest in all goods supplied to the Buyer under the Contract securing the performance by the Buyer of its obligations under the Contract. The Buyer shall not create or cause to be created a security interest over, or in respect of its rights in, the goods other than the security interest arising under the Contract. The Buyer consents to Ozi Hygiene Pty Ltd perfecting its interest in any goods provided by Ozi Hygiene Pty Ltd to the Buyer by registration under the PPSA and agrees to do anything reasonably requested by Ozi Hygiene Pty Ltd to enable it to do so.
21.2 The Buyer agrees to waive its rights under the PPSA to: (i) receive a copy of any verification statement; (ii) receive any notice that Ozi Hygiene Pty Ltd intends to sell the goods or to retain the goods on enforcement of the security interest granted under these terms; (iii) object to a proposal by Ozi Hygiene Pty Ltd to retain the goods in satisfaction of any obligation owed by Buyer to Ozi Hygiene Pty Ltd; (iv) receive a statement of account on sale of the goods; (v) retain the goods; and (vi) where any goods become an accession, to receive notice of removal of the accession and to apply to the court for an order concerning the removal of the accession.
22. GENERAL
22.1 If one or more provisions of these terms and conditions is or becomes void, voidable or unenforceable for any reason, all other provisions shall remain in full force and effect.
22.2 No variation of this Contract is legally binding upon either party unless in writing and signed by both parties.
22.3 The Contract sets out the entire understanding between the parties with respect to the subject-matter contained in it.
22.4 Ozi Hygiene Pty Ltd may, in its absolute discretion, sub-contract the Supply.
22.5 The Buyer may not assign, pledge or transfer its interest in the Contract (or any part of it) any of its rights or obligations hereunder without the prior written consent of Ozi Hygiene Pty Ltd.
22.6 Failure by Ozi Hygiene Pty Ltd to insist upon strict performance by the Buyer of any of these terms and conditions is not to be taken to be a waiver of any rights of Ozi Hygiene Pty Ltd and is not be taken to be a waiver of these terms and conditions.
22.7 To the extent of any inconsistency between the Quotation and these terms and conditions, these terms and conditions shall prevail (provided however that where equipment-specific terms are attached to the Quotation, those terms shall take precedence in respect of the equipment).
[FOR ACCOUNT OPENING ONLY:] RETENTION OF TITLE AND SECURITY INTEREST
1. The Retention of Title and Security Interest clause below has been read and is fully understood and agreed to in total.
(i) The parties agree that the property in and title to the unused goods remains with Ozi Hygiene Pty Ltd until all debts owing to Ozi Hygiene Pty Ltd by the Buyer (including payment for the goods) has been made in full and not withstanding any intermediate payment in settlement of any particular account.
(ii) The buyer may use or resell the goods in the ordinary course of business prior to Ozi Hygiene Pty Ltd receiving payment in full but until such use or resale or until Ozi Hygiene Pty Ltd receives payment of the price in full, whichever first occurs, the Buyer shall endeavour to store the goods in such a way that they are separately identifiable as the goods of Ozi Hygiene Pty Ltd and not remove any marks identifying the goods. If the Buyer resells the goods as aforesaid, then as between the Buyer and its purchaser, the Buyer shall be a principal and not the agent of Ozi Hygiene Pty Ltd and the Buyer shall account to Ozi Hygiene Pty Ltd for that part of the proceeds of sale as is equal to the price payable by the Buyer to Ozi Hygiene Pty Ltd in respect of such goods.
(iii) If Ozi Hygiene Pty Ltd has reason to believe that the Buyer is unable to pay its debts, Ozi Hygiene Pty Ltd may (but without limiting any other rights or remedies available to Ozi Hygiene Pty Ltd at law, in equity or by statute) and the Buyer hereby acknowledges the right of Ozi Hygiene Pty Ltd to repossess the unused goods at its discretion.
(iv) The Buyer agrees, on its own behalf and on behalf of each of its Related Bodies Corporate (each a ‘Buyer Group Member’) (if any) which may be supplied goods, at its own expense and to the maximum extent permitted by law:
(a) that these terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) and all regulations made pursuant to it as amended from time to time (‘PPSA’), and that it grants a first ranking security interest and purchase money security interest in all goods, as security for all Amounts Owing now or in the future, which is a continuing security despite any settlement of account or other matter or thing until a final discharge is given to Ozi Hygiene Pty Ltd;
(b) that it has received value as at the date of first delivery of the Goods and has not agreed to postpone the time for attachment of the security interest granted to Ozi Hygiene Pty Ltd under these terms;
(c) it will take all steps necessary to ensure that it does not take possession of the goods unless Ozi Hygiene Pty Ltd has previously registered a financing statement designating its interest, and otherwise perfected its rights, as holder of a first ranking purchase money security interest;
(d) that it will execute such further documents and do such further acts and things as Ozi Hygiene Pty Ltd may require for the purpose of registering a financing statement or financing change statement in relation to the goods on the Personal Property Securities Register (as defined in the PPSA) or otherwise perfecting or giving effect to the Ozi Hygiene Pty Ltd’s interest in the goods, including any agreements or acknowledgements required from other secured parties;
(e) Ozi Hygiene Pty Ltd may appropriate (or re-appropriate despite any prior appropriation) moneys received in respect of any Buyer Group Member in its absolute discretion toward any part of the Amounts Owing, including in order to maximise the extent to which it can have recourse to its security interest in goods held by a Buyer Group Member;
(f) to keep full and complete records of the goods, and keep the goods clearly identified as the property of, and subject to a first ranking security interest in favour of Ozi Hygiene Pty Ltd, and to reflect the same in its financial statements and any other relevant information in relation to the goods provided to its financiers or shareholders;
(g) to return the goods if requested to do so in the event that Any Buyer Group Member fails to pay for goods in full in accordance with any agreements or arrangement with Ozi Hygiene Pty Ltd;
(h) to irrevocably consent to Ozi Hygiene Pty Ltd, and its agents, without notice and without in any way being liable to any person, entering on to any premises where goods may be situated for the purpose of inspecting, maintaining, stock-taking or, in the event that any amount owing to a Ozi Hygiene Pty Ltd becomes due and payable, reclaiming any goods in a Buyer Group Member’s possession or control and to dispose of them or retain them for Ozi Hygiene Pty Ltd’s benefit;
(i) to not sell or dispose of any goods (other than the use and sale of packaging materials on arm’s length terms in the ordinary course of its ordinary business);
(j) to keep the goods free and clear of all security interests, other financing statements, encumbrances, or adverse claims of any nature;
(k) that its proper legal name is as set out at the beginning of this credit application and that it will not change its name, address or contact details without providing the Ozi Hygiene Pty Ltd with 30 days prior written notice;
(l) to waive its rights under the PPSA to:
a. receive a copy of any verification statement;
b. receive any notice that Ozi Hygiene Pty Ltd intends to sell the goods or to retain the goods on enforcement of the security interest granted under these terms;
c. object to a proposal by Ozi Hygiene Pty Ltd to retain the goods in satisfaction of any obligation owed by any Buyer Group Member to Ozi Hygiene Pty Ltd;
d. receive a statement of account on sale of the goods;
e. reinstate any security agreement under s 143 of the PPSA
f. retain the goods; and
g. where any goods become an accession, to receive notice of removal of the accession and to apply to the court for an order concerning the removal of the accession.
2. The Parties agree that where Equipment is provided to customers, including equipment provided on the expressed basis of a “trial”, is done so on the basis that it is intended that the customer will purchase the equipment. The equipment remains at all times the property of Ozi Hygiene Pty Ltd, until the paid for in full by the customer, and the Retention of Title and Security Interest clause above will apply with full effect. The Buyer agrees that in the event it does not purchase the equipment, it has an obligation to return the equipment in good condition to Ozi Hygiene Pty Ltd at the end of the trial period.
3. It is understood that the statements contained in this application will be relied upon by Ozi Hygiene Pty Ltd when considering this application and that:
(a) The particulars set out in this application are true and correct in all aspects.
(b) The applicant is in all respects solvent and able to satisfy all liabilities as and when they fall due.
4. To enable Ozi Hygiene Pty Ltd to assess this application for credit, the undersigned including the applicant authorizes Ozi Hygiene Pty Ltd to obtain from a credit reporting agency or a business which provides information about a person’s commercial credit worthiness a credit report containing personal information about the undersigned (or any of them) or information about the commercial credit worthiness or commercial credit activity of the undersigned (or any of them). The undersigned also authorizes Ozi Hygiene Pty Ltd to give to and obtain from credit providers which may be named in a credit report issued by a credit reporting agency information about the credit arrangements of the undersigned (or any of them) including information about the credit worthiness, credit standing, credit history or credit capacity of the undersigned (or any of them).
5. The undersigned acknowledge full responsibility for all debts owing to Ozi Hygiene Pty Ltd and give my/our personal guarantee that all such debts will be paid in full. This document must be signed by the applicant/s to complete the credit application. By signing below the applicant/s agree to all of the terms in this credit application including clauses 1 to 22 of the Terms and Conditions for Sale above and the additional terms governing Retention of Title and Security Interests. If the applicant is a company it must be signed by its sole director or (if the company has more than one director) by two directors or a director and company secretary. In the case of corporate groups each company in the group must sign an identical copy.