This agreement sets out the terms and conditions on which H Leffler & Son Pty Ltd (ACN 005 222
300) (the Company) is willing to extend credit terms and supply goods to you (the Customer). By
ordering goods from the Company, the Customer shall be deemed to have accepted the credit account
application, any guarantee and indemnity and these terms and conditions to the exclusion of all
2. PAYMENT TERMS
(a) Terms of payment are 30 days form End Of Month.
(b) Failure by the Customer to comply with the Company’s terms of payment shall immediately entitle
the Company to suspend any further orders placed and accepted by the Company until all outstanding
amounts have been paid by the Customer. However, the Company reserves the right thereafter not to
supply the Customer any further, or to convert the Customer’s account to a cash transaction basis
3. CREDIT TERMS
(a) Credit terms will only be available, at the Company's absolute discretion, upon approval of a
written credit application for this purpose.
(b) The Company may in its absolute discretion determine the credit limit whereby the Customer
shall make payments when required to ensure the amount outstanding remains within the credit limit.
(c) The Company may at any time without notice terminate any extension of credit to the Customer
and require immediate payment of all amounts owing by the Customer to the Company.
(d) The Customer shall not be entitled to retain any amount owing to the Company at any time
notwithstanding any default or alleged default of the Company of these terms and conditions.
(e) The Company may at any time require the Customer to provide directors’ guarantees to the value
of the credit facility provided.
4. USE OF PERSONAL INFORMATION
(a) The Customer agrees that for the purposes of processing its application for credit facilities
the Company may:
(i) seek consumer credit information (Section 18K (1) (b) Privacy Act 1988).
(ii) obtain from a credit reporting agency a credit report containing personal credit information
about the Customer in relation to commercial credit; and/or
(iii) exchange information with other credit providers (Section 18N (1) (b) Privacy Act 1988).
(b) The Customer agrees to the Company obtaining personal information about the Customer from other
credit providers, whose names the Customer may have provided for the Company or that may be named
in a credit report, for the purpose of assessing the Customer’s application for commercial credit.
(c) The Customer agrees that the Company may disclose the Customers personal information to persons
within the Company’s organisation and to third parties including but not limited to courier
companies and credit reporting agencies.
The Company reserves the right to accept in whole or in part any order placed on it or to refuse
such order entirely.
6. DELIVERY AND RISK
(a) Delivery of goods shall be effected by the Company to the Customer:
(i) subject to availability; and
(ii) without any liability on behalf of the Company for any delays.
(b) Risk and possession in the goods shall pass to the Customer upon delivery to the Customer or
where a third party is designated to perform the delivery of the goods to the Customer, upon
delivery to that third party.
(a) Returns will not be accepted unless prior written authorisation is received and a “goods
return” number issued by an authorised officer of the Company.
(b) All goods must be returned within 10 days of date of delivery unless agreed to otherwise by the
Company in writing and must be freight prepaid and original invoice and authorisation number
8. OVERDUE ACCOUNTS
(a) Any amount overdue for payment will at the discretion of the Company bear interest at the rate
of 1.5% per month from the date it becomes overdue until payment (including any interest) is paid
in full, without prejudice to any other of the Company’s rights and remedies.
(b) Any payment received will be applied first against any interest accrued, secondly in relation
to all fees incurred and thirdly against overdue invoices.
(a) If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the
Company from and against all loss and damage in respect of any recovery action including without
limitation all solicitors’ fees (on an indemnity basis), commercial agents’ commission, out of
pocket expenses, bank fees, freight, insurance (collectively referred to as fees) and interest.
(b) If the Customer defaults, the Company may, without prejudice to the Company’s own rights,
either suspend further deliveries, require payment in advance for all such deliveries or terminate
this or any other agreement by written notice to the Customer.
10. TITLE AND PERSONAL PROPERTIES SECURITIES ACT 2009 (CTH) (PPSA)
(a) Ownership of the goods will remain with the Company until all invoices, interest and fees owing
by the Customer to the Company on any account whatsoever (Amounts Owing) have been paid in full.
(b) Until the Amounts Owing have been paid in full, the Customer holds the goods as trustee for the
(c) Until the Amounts Owing have been paid in full, the Customer has the right to sell the goods,
but only as trustee for the Company (and the Customer must not represent to any third parties that
it is acting as the Company’s agent) and the Customer must hold the proceeds it receives from any
such sale as trustee for the Company.
(d) If the Customer fails to comply with any of these terms and conditions then:
(i) upon request, the Customer must return all goods in its possession;
(ii) the Company may enter the premises and seize possession of the goods; and
(iii) the Company may retain, sell or otherwise dispose of those goods.
(e) The Customer hereby acknowledges that these terms and conditions of trade constitute a Security
Agreement which creates a security interest in favour of the Company and in all goods including
services previously supplied by the Company to the Customer and all after acquired goods including
services supplied to the Customer by the Company to secure the payment from time to time, including
any future advances.
(f) The Customer hereby grants a security interest (by virtue of this clause 10) to the Company and
in all goods including services previously supplied by the Company to the Customer.
(g) The Customer agrees to grant the Company a Purchase Money Security interest (PMSI).
(h) The Customer agrees to do anything that the Company reasonably requires to ensure that the
Company has at all times a continuously perfected security interest over all the Customer’s present
and after-acquired property.
(i) The Customer consents to the Company effecting a registration on the PPSA register in relation
to any security interest contemplated by these terms and conditions. The Customer waives the right
to receive notice of a verification statement in relation to any registration on the PPSA register.
(j) The Customer must not assign or grant a security interest in respect of any accounts owed to it
in relation to the goods without the Company's prior written consent.
(k) The Customer undertakes to:
(i) promptly sign any further documents and/or provide any further information which the Company
may reasonably require to register a financing statement in relation to a security interest or to
register any other document required on the PPSA register;
(ii) indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a
financing statement on the PPSA register or releasing any goods charged thereby;
(iii) not register a financing change statement in respect of a security interest without the prior
written consent of the Company;
(iv) not permit to be registered, a financing statement in relation to the goods in favour of a
third party; and
(v) immediately advise the Company of any material change in its business practices of selling the
goods which would result in a change in the nature of proceeds derived from such sales.
(l) If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest
arising in connection with these terms and conditions the Customer agrees the following provisions
of the PPSA will not apply:
(i) section 95 (notice of removal of accession), to the extent that it requires the Company to
give notice to the Customer;
(ii) section 96 (when a person with an interest in the whole may retain an accession);
(iii) section 117 (obligations secured by interests in personal property and land);
(iv) section 118 (enforcing security interests in accordance with land law decisions);
(v) subsection 121(4) (enforcement of liquid assets – notice to grantor);
(vi) section 125 (obligation to dispose of or retain collateral);
(vii) section 130 (notice of disposal), to the extent that it requires the Company to give notice
to the Customer;
(viii) paragraph 132(3)(d) (contents of statement of account after disposal);
(ix) subsection 132(4) (statement of account if no disposal);
(x) section 135 (notice of retention);
(xi) section 142 (redemption of collateral); and
(xii) section 143 (reinstatement of security agreement)
(m) The following terms have the respective meanings given to them in the PPSA: account, proceeds,
purchase money, register, registration, security interest and verification statement.
11. COMPETITION AND CONSUMER ACT 2010 (CTH) & LIMITATION OF LIABILITY
(a) The Company acknowledges that the Competition and Consumer Act 2010 (Cth) (as amended) and
other statutes from time to time in force imply or impose statutory guarantees, conditions or
warranties into contracts for the supply of goods which cannot be excluded, restricted or modified
or can only be restricted or modified to a limited extent (Non Excludable Terms). Nothing in these
terms and conditions is intended to exclude or restrict the application of the Non Excludable
Terms. Other than the Non Excludable Terms and any express written warranty provided by the
Company, the Company hereby excludes all conditions, warranties, guarantees, terms and obligations
expressed or implied by law in connection with these terms and conditions, or any goods obtained
(b) Subject to clause 11(a), the Company is not liable to the Customer or any other person for any
loss or claim of any kind in connection with these terms and conditions, or any goods obtained
under them, except to the extent caused directly by the negligence or wilful misconduct of the
(c) If any Non Excludable Terms apply, then to the extent to which the Company is entitled to do
so, its liability under those Non Excludable Terms will be limited at its option to:
(i) the replacement of the goods or the supply of equivalent goods; or
(ii) the repair of the goods; or
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired.
(d) The Company will be under no liability to the Customer or any third party in any circumstances
for any indirect, special or consequential loss or damage, including but not limited to loss of
revenue, loss of production, loss of product, loss of contract or loss of profit howsoever arising
and whether in an action in contract, tort, in equity, under statute, or on any other basis.
(e) Notwithstanding any other provision in these terms and conditions, in no circumstances shall
the liability of the Company exceed the price of the goods.
(a) All prices are subject to change without notice except that prices will remain firm for orders
already placed and accepted by the Company.
(b) The Company’s prices are exclusive of sales tax and any other tax (which, if applicable, shall
be for the Customer’s account). A Customer seeking to claim an exemption from sales tax must quote
its Sales Tax
(c) Number on each order placed with the Company otherwise the Company shall, as required by law,
charge the Customer with the applicable sales tax in respect of such order.
(d) Prices quoted by the Company are ex-warehouse and do not include freight and other costs
associated with delivery of the goods to the Customer, which costs, unless specifically agreed to
otherwise between the Company and the Customer, shall be for the account of the Customer.
13. DISCOUNTS ETC
Any discounts, settlement allowances, or other rebates must be specifically agreed to by the
Company to be valid and effective.
14. PRECEDENCE OF TRADING TERMS
Orders will not be accepted otherwise than subject to these terms and conditions. If the terms of
the Customer’s order are inconsistent with these terms and conditions, the delivery of the goods to
the Customer, or the Customer’s agent, shall constitute an offer by the Company to sell the goods
to the Customer subject to these terms and conditions, which offer the Customer shall be deemed to
accept by retaining the goods.
Should it become necessary for the Company to institute legal action for recovery of any amounts
due to it by the Customer, then the Customer specifically acknowledges and agrees that it shall be
liable to the Company on demand for all costs incurred by the Company in recovery of such amounts,
including all legal costs on a solicitor and own client scale.
16. CHANGE IN OWNERSHIP
The Customer agrees to notify the Company in writing within seven (7) days of any change whatsoever
in ownership structure and further indemnify the Company against any loss or damage that may result
from the failure of the Customer to notify the Company of any such changes. If there is a change in
the Customer’s ownership of which the Company in its discretion deems to be material, the Company
may suspend or withdraw all credit facilities and require that the Customer submit a new Credit
(a) Any indulgence or extension of time shall in no way be construed as a waiver by the Company to
strictly enforce its rights as set out herein.
(b) These terms and conditions of sale shall be construed in accordance with and be governed by the
laws of the State or Territory in which the Company principal office is situated.
(c) Except in respect of provisions implied by statute, the provisions set out herein contain the
whole of the terms and conditions, express or implied, made between the Customer and the Company
and no variation or inclusion of any further provisions shall be binding upon the Company unless
approved by the Company in writing.
(d) Should any part of these terms and conditions be held to be void or unlawful, such part is to
be read and enforced as if the void or unlawful part had been deleted.
(e) All trade mark, copyright, design right and other intellectual property in any design,
specification, process, method of working or other information relating to the goods shall vest for
all time in the Company.
(f) The Customer shall not be entitled to set off against or deduct from the price any sums owed or
claimed to be owed to the Customer by the Company.
H Leffler & Son Pty Ltd 171 Kensington Road West Melbourne VIC 3003 Last Updated January 2020