Trading Terms

Dairy Solutions Pty Ltd ABN 26 161 016 968 (Dairy Solutions), the customer (Customer) and the directors (Guarantor) named in the Application for Credit agree that the following terms and conditions (Trading Terms) will apply to all transactions between Dairy Solutions and the Customer, notwithstanding any provision set out in any purchase order or the like issued by the Customer, unless Dairy Solutions agrees in writing to the contrary.

  1. Customer warrants that all the information provided by it in this application is accurate, correct and complete as at the date signed by the Customer. Customer agrees to notify Dairy Solutions if there is any change to the information regarding Customer provided by it in this form.
  2. Dairy Solutions may accept or reject the application for credit made in this form in its absolute discretion.
  3. If Customer’s application for credit is approved, then:
    1. Credit, the delivery of goods and all future orders by Dairy Solutions to Customer, may be suspended if payment is not made when due.
    2. If Customer defaults in making any payment when due, then all money payable to Dairy Solutions becomes immediately due and payable.
    3. Customer is liable for all costs, charges and expenses incurred by Dairy Solutions in recovering any outstanding monies including debt collection agency fees, administration fees and legal costs (on a full indemnity basis).
    4. The credit granted to Customer may be reduced, suspended, or terminated at any time by Dairy Solutions by written notice to Customer.
    5. Dairy Solutions may amend or replace these Trading Terms in its absolute discretion by providing prior written notice to Customer. The notice may be endorsed on or accompany an invoice, statement, correspondence or other document provided to Customer.
    6. Customer must give Dairy Solutions no less than 7 days written notice prior to cancelling any supplies made under these Trading Terms.
  4. Customer agrees to notify Dairy Solutions in writing as soon as practicable and in any event within 3 days of the occurrence of:
    1. a change in the legal status, ownership or control of Customer;
    2. a change in the directors (if it is a company or other body corporate) or partners (if it is a partnership) of Customer; or
    3. the liquidation, administration, arrangement, receivership or bankruptcy of Customer or the initiation of such steps;
    4. On the occurrence of such an event, Dairy Solutions may reduce, suspend until further notice, or terminate the provision of credit to Customer and/or may require Customer to make a new application for credit.

  5. In the event Customer does not pay any amount owing to Dairy Solutions by the dues date, then Customer must pay interest, calculated on a daily basis at the greater of 8% per annum or 2% above the rate paid by Dairy Solutions on its overdraft, on the balance outstanding from time to time.
  6. The Guarantor provides the Guarantee as consideration of Dairy Solutions providing or continuing to provide credit, and supplying or agreeing to supply goods to Customer, at the request of Guarantor and for the business purposes of Customer.
  7. The Guarantor unconditionally and irrevocably guarantees payment to Dairy Solutions of all money which Customer is or may become actually or contingently liable to pay Dairy Solutions (Guaranteed Money). If Customer does not pay the Guaranteed Money in accordance with these Trading Terms or an event of insolvency or administration (as defined in the Corporations Act 2001 (Cth)) occurs in relation to Customer, Guarantor agrees to pay the Guaranteed Money to Dairy Solutions on demand by Dairy Solutions (whether or not such demand has been made on Customer). Where more than one person is included in the definition of “Guarantor” the obligations contained shall bind those persons jointly and each of them severally.
  8. The Guarantee in clause 7 is a continuing obligation and extends to all the Guaranteed Money. The Guarantor acknowledges that any arrangement under which the Guaranteed Money may be payable may be varied or replaced and confirms that the Guaranteed Money includes any amount payable by Customer under the arrangement as varied or replaced.
  9. The Guarantor unconditionally and irrevocably indemnifies Dairy Solutions against any liability, loss or cost Dairy Solutions suffers or incurs:
    1. if Customer does not or is unable to pay Dairy Solutions the Guaranteed Money on time;
    2. if Dairy Solutions is obliged or agrees to pay an amount to a trustee in bankruptcy or a liquidator in connection with a payment by Customer or Guarantor; or
    3. if the Guarantor defaults under these Trading Terms.
  10. The Guarantor agrees to pay Dairy Solutions on demand a sum equal to the amount of any liability, loss or Cost referred to in clause 7.
  11. The indemnity in clause 9 is a continuing obligation that is independent of the Guarantor’s other obligations under these Trading Terms and continues after those other obligations end. Dairy Solutions need not incur expense or make payment before enforcing the right of indemnity.
  12. Neither the rights of Dairy Solutions under these Trading Terms nor the Guarantor’s obligations under these Trading Terms are released, discharged or otherwise affected by any knowledge, act or omission of Dairy Solutions or by anything else which but for this provision might otherwise affect them, whether at law, in equity or otherwise.
  13. The guarantee and indemnity in these Trading Terms does not merge with or adversely affect or is affected by any other guarantee, indemnity or other right to which Dairy Solutions is entitled.
  14. These Trading Terms bind each person who signs it as Guarantor even if another person who was intended to sign it as Guarantor does not sign it or is not bound by it.
  15. As long as any of the Guaranteed Money remains unpaid, the Guarantor must not (without Dairy Solutions’ prior written direction or consent and subject to any conditions imposed by Dairy Solutions):
    1. reduce Guarantor’s liability under these Trading Terms by claiming Guarantor or Customer has a right of set-off or counterclaim against Dairy Solutions;
    2. claim the benefit of any other guarantee or indemnity given in connection with the Guaranteed Money;
    3. claim an amount from Customer or another guarantor of Customer’s obligations (including another Guarantor) under a right of indemnity or contribution; or
    4. claim an amount in the administration, winding up, liquidation or bankruptcy of Customer or another guarantor of Customer’s obligations (including another Guarantor).
  16. Dairy Solutions may give the Guarantor a certificate about a matter or about any amount payable by the Guarantor (including the Guaranteed Money), which may be signed by an officer of Dairy Solutions and is sufficient evidence of the matter and amount unless it is proved to be incorrect.
  17. The Guarantor acknowledges that:
    1. a. Dairy Solutions has afforded the Guarantor the opportunity of seeking independent legal advice on Guarantor’s obligations prior to the Guarantor signing the Guarantee; and
    2. b. The Guarantor is responsible for making themselves aware of the financial position at any time of Customer and any other Guarantor.
  18. These Trading Terms are governed by the laws of the state of New South Wales. Customer and the Guarantor submit to the non-exclusive jurisdiction of the courts of New South Wales.