ZTE Application For Commercial Credit (new Logo), 18 August 2014x 220916

User Manual: ZTE Application-for-commercial-credit-220916

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Page Count: 8

Western Australia:

Advantage Air Aust. Pty Ltd

PO Box 5166,

Canning Vale South WA 6155

p 08 6253 0100 f 08 9456 5688

e

stores@advantageair.com.au

w

www.advantageair.com.au

Queensland:

Advantage Air (QLD) Pty Ltd

359 Fison Avenue East

Eagle Farm QLD 4009

p 07 3623 2600 f 07 3268 2366

e

brisbane@advantageair.com.au

w

www.advantageair.com.au

Page 1 of 8

Please indicate the company you wish to trade with:

Western Australia: Advantage Air Aust. Pty Ltd (ABN 77 056 510 555) Queensland: Advantage Air (QLD) Pty Ltd (ABN 95 093 328 824)

Applicant

Company name

Trading name

ACN

ABN

Business registered address

Business postal address

Orders tel

Accounts tel

Orders fax

Accounts fax

Email

Nature of business

Type

of business

Sole trader Partnership Company

Other businesses owned

Expected monthly purchases

Highest $

Lowest $

If the company includes a trust, the name of the trust

is

Name & address of accountants

Name of bank

Branch

Account no.

BSB

Are the business premises owned

Yes

No

Are there any charges

or PPSA security interests

over the

assets of the Applicant

Yes

No

Are there any charges over the assets of the partner/director

Yes

No

Details of partners/directors

Name

DOB

Address

Drivers licence

Title

Mobile

Name

DOB

Address

Drivers licence

Title

Mobile

Trade references (please supply four (4) trade references of similar size purchases to the credit applied for)

Name and Contact Person

Telephone

Address

Fax

Name and Contact Person

Telephone

Address

Fax

Name and Contact Person

Telephone

Address

Fax

Name and Contact Person

Telephone

Address

Fax

APPLICATION FOR COMMERCIAL CREDIT

Page 2 of 8

TERMS AND CONDITIONS

Parties

1. Supplier means Advantage Air Aust Pty Ltd ABN 77 056 510 555, Advantage Air

(QLD) Pty Ltd ABN 95 093 328 824, and their related bodies corporate (as that

term is defined in the Corporations Act 2001) (jointly and severally). Applicant

means the party named as the Applicant in the application.

Definitions

2. agreement means these terms and conditions and includes the application for

commercial credit and any order.

application for commercial credit means the application attached to these terms

and conditions.

goods means goods and services supplied by the Supplier to the Applicant,

including all goods and services set out or identified in the order, invoice and any

other document provided to the Applicant by the Supplier.

invoice means a tax invoice issued to the Applicant by the Supplier.

order means an order placed or communicated with or to the Supplier by the

Applicant.

Agreement

3. The Applicant agrees that these terms and conditions will apply to the supply of all

goods by the Supplier to the Applicant. The agreement between the Supplier and the

Applicant will not include any terms or conditions of the Applicant (including on

any order given by the Applicant) unless the Supplier agrees in writing).

Payment Terms

4. The terms of payment are strictly thirty (30) days (or such other period as nominated

by the Supplier and advised to the Applicant) from the last day of the month of

delivery of the order.

5. If the Applicant does not pay an invoice in full by the payment due date the Supplier

reserves the right to charge the Applicant, in addition to any other costs recoverable

under this agreement:

(a) interest on the total monies owed to the Supplier, calculated daily using an

interest rate of 21% per annum; and

(b) any costs and expenses (including any commission payable to any

commercial or mercantile agents and all legal costs on a full indemnity basis)

incurred by the Supplier in recovering any unpaid amounts under this

agreement.

Prices, GST and discounts

6. The prices shown in the Supplier’s current price list, as displayed/provided to

Applicant, are subject to change without notice. Unless otherwise stated, prices in

the price list are exclusive of GST. All items in the price list will attract GST.

Placing orders

7. Orders are to specify an order number or reference, the date the order was placed

and the goods ordered with the preferred date of delivery of the goods (“the delivery

date”). While the Supplier will make every effort to hold sufficient quantity of all

goods in stock at all times, the Supplier may not always have a sufficient quantity of

all goods in stock at all times to satisfy the Applicant’s order.

8. Where the Supplier cannot fulfil an order it will notify the Applicant and offer

alternative arrangements. If the Applicant is not satisfied with the new arrangement

proposed, they may cancel the order.

9. The Supplier may change the specifications of the goods without notice. If the

Applicant is not satisfied with the new specifications, they may cancel the order.

10. The Supplier may decline any order received from the Applicant within five (5)

days of the order being received by the Supplier.

Delivery

11. If requested in the order, the Supplier shall deliver each order to the site specified by

the Applicant by the delivery date between the hours of 7.00am and 5.00pm

Monday to Friday.

12. The Supplier is not liable for late delivery or failure to supply the goods for reasons

beyond its control.

13. A delivery charge (as detailed under the “deliveries” section of the Supplier’s price

list) is charged for deliveries by the Supplier. This is payable by the Applicant.

14. Deliveries on Saturday can be made, but only with prior arrangement with the

Supplier, and between the hours of 8:30am and 12 noon.

Risk

15. Risk in the goods passes from the Supplier to the Applicant on the earlier of:

(a) delivery of the goods to the site chosen by the Applicant, whether or not the

Applicant or their agent acknowledges receipt of delivery; and

(b) when payment of the order is made by the Applicant in full.

16. For the avoidance of doubt, goods paid for by the Applicant upfront, stored and

delivered to site by the Supplier at the request of the Applicant are the property of

the Applicant from the time payment is made. The Supplier, whilst providing due

care in the handling and storage of goods, accepts no responsibility or liability for

any damage or loss.

Return of goods

17. Goods returned for credit will only be accepted by the Supplier if, in the Supplier’s

opinion, they are in their original condition. The Applicant agrees that goods that are

non-standard or special items cannot be returned.

18. The Supplier will charge a handling fee equal to 25 percent of the price of any

goods returned for credit.

19. The Applicant must notify the Supplier within twenty-four (24) hours of delivery of

the goods that they want to return the goods.

Jurisdiction

20. The Applicant acknowledges and agrees that this agreement will be governed by the

laws of Western Australia, and the laws of the Commonwealth of Australia which

are in force in Western Australia.

21. The Applicant acknowledges and agrees that any contract for the supply of goods

between the Supplier and the Applicant is formed at the address of the Supplier.

22. The parties to this agreement submit to the non-exclusive jurisdiction of the courts

of Western Australia and the relevant federal courts and courts competent to hear

appeals from those courts.

Security/charges

23. The Applicant charges in favour of the Supplier all of its estate and interest in any

real property that the Applicant owns at present and in the future and in present and

after acquired personal property with the amount of its indebtedness hereunder and

the performance of its obligations pursuant to this agreement until discharged.

24. The Applicant irrevocably appoints as its attorney any director of the Supplier to

execute, on behalf of the Applicant and in the Applicant's name, any mortgage in

favour of the Supplier or any consent to caveat by the Supplier over any real

property owned by the Applicant. Applicant consents to and authorises such

execution and to lodgement and registration of such mortgages or consents to caveat

in any jurisdiction. The Applicant agrees that it is not necessary for the Applicant to

have default in its obligations under this agreement before such execution,

lodgement and registration may be effected..

Purpose of credit

25. The Applicant acknowledges and agrees that the credit to be provided to the

Applicant by the Supplier is to be applied wholly or predominantly for commercial

purposes.

Formation of contract

26. Quotations made by the Supplier will not be construed as an offer or obligation to

supply in accordance with the quotation. The Supplier reserves the right to accept or

reject, at its discretion, any offer to purchase received by it. Only written acceptance

by the Supplier of the Applicant’s offer will complete a contract.

27. Placement of an order, either verbally or in writing, will imply acceptance of the

Supplier’s offer and of this agreement.

Retention of title

28. Whilst the Applicant has not paid for the goods supplied in full at any time, the

Applicant agrees that property and title in the goods will not pass to the Applicant

and the Supplier retains the legal and equitable title in those goods supplied and not

yet sold.

29. Until payment in full has been made to the Supplier, the Applicant will hold the

goods in a fiduciary capacity for the Supplier and agrees to store the goods in such a

manner that they can be identified as the property of the Supplier, and will not mix

the goods with other similar goods.

30. The Applicant will be entitled to sell the goods in the ordinary course of its

business, but until full payment for the goods has been made to the Supplier, the

Applicant will sell as agent and bailee for the Supplier and the proceeds of sale of

the goods will be held by the Applicant on trust for the Supplier absolutely.

31. The Applicant’s indebtedness to the Supplier, whether in full or in part, will not be

discharged by the operation of clause 30 hereof unless and until the funds held on

trust are remitted to the Supplier and those funds are sufficient to make payment for

the goods in full.

32. The Applicant agrees that whilst property and title in the goods remains with the

Supplier, the Supplier has the right, with or without prior notice to the Applicant, to

enter upon any premises occupied by the Applicant (or any receiver, receiver and

manager, administrator, liquidator or trustee in bankruptcy of the Applicant) to

inspect the goods of the Supplier and to repossess the goods which may be in the

Applicant’s possession, custody or control when payment is overdue. The Applicant

shall indemnify the Supplier from any claims made by any third party as a result of

such exercise.

33. The Applicant will be responsible for the Supplier’s costs and expenses in

exercising its rights under clause 32. Where the Supplier exercises any power to

enter the premises, that entry will not give rise to any action of trespass or similar

action on the part of the Applicant against the Supplier, its employees, servants or

agents.

34. The Applicant agrees that where the goods have been retaken into the possession of

the Supplier, the Supplier has the absolute right to sell or deal with the goods, and if

necessary, sell the goods with the trademark or name of the Applicant on those

goods, and the Applicant hereby grants an irrevocable licence to the Supplier to do

all things necessary to sell the goods bearing the name or trademark of

the Applicant.

35. For the avoidance of doubt, the Supplier’s interest in goods supplied to the

Applicant but not yet paid for constitutes a ‘purchase money security interest’

pursuant to the Personal Property Securities Act 2009.

Warranty

36. The Supplier’s warranty policy, as set out at pages 6 to 8 of this agreement, applies

to the goods. To the extent permitted by law and except as otherwise stated in the

Supplier’s warranty policy

all other conditions, warranties and liabilities in respect

of the goods are excluded.

37. Nothing in this agreement shall be read or applied so as to purport to exclude,

restrict or modify or have the effect of excluding, restricting or modifying the

application in relation to the supply of any goods pursuant to this agreement of all or

any of the provisions of the Competition and Consumer Act 2010 or any relevant

State or Federal Legislation which by law cannot be excluded, restricted or

modified. Where consumer rights and remedies provided for by the Competition and

Consumer Act 2010 apply to the provision of goods by the Supplier to the Applicant

and cannot be contracted out of, they apply and override any inconsistent provisions

in this agreement but only to the extent of the inconsistency.

38. Subject to the Applicant’s rights under statute and the Supplier’s warranty policy, in

relation to:

(a) the supply of goods, the Supplier’s liability is limited (as elected by the

Supplier) to replacing the goods or supplying similar goods or repairing the

goods or providing the cost for replacing the goods or for acquiring equivalent

goods or providing the cost for having the goods repaired; and

(b) the supply of services, the Supplier’s liability is limited (as elected by the

Supplier) to supplying the service again or providing for the cost of having the

services supplied again.

Cancellation of terms of credit

39. The Supplier reserves the right to withdraw credit at any time, whether the

Applicant is in default under the terms of this agreement or not.

40. If the Applicant fails to comply with any of the terms of this agreement, suffers an

Insolvency Event or makes any misrepresentation to the Supplier all liabilities

incurred by the Applicant will become immediately due and payable to the Supplier.

Provision of further information

41. The Applicant undertakes to comply with any request from the Supplier to provide

further information for the purpose of assessing the Applicant’s creditworthiness,

including an updated credit application. The Applicant and the Supplier agree that

the terms of the Privacy Act 1988 authorisation attached to this agreement will apply

to any information provided by the Application pursuant to a request from the

Supplier.

Page 3 of 8

42. If the Applicant is a corporation (with the exception of a public listed company), it

must advise the Supplier of any alteration to its corporate structure (for example, by

changing directors, shareholders, or its constitution). In the case of a change of

directors or shareholders the Supplier may ask for new guarantors to sign a

guarantee and indemnity.

Corporations

43. If the Applicant is a corporation, the Applicant warrants that this agreement has

been duly executed by the corporation and that all of its directors will enter into a

guarantee and indemnity with the Supplier in relation to the Applicant's obligations

to the Supplier.

Trustee capacity

44. If the Applicant is the trustee of a trust (whether disclosed to the Supplier or not),

the Applicant warrants to the Supplier that:

(a) the Applicant enters into this agreement in both its capacity as trustee and in its

personal capacity;

(b) the Applicant has the right to be indemnified out of the trust assets;

(c) the Applicant has the power under the trust deed to sign this agreement; and

(d) the Applicant will not retire as trustee of the trust or appoint any new or

additional trustee without advising the Supplier.

45. The Applicant must give the Supplier a copy of the trust deed upon request.

Partnership

46. If the Applicant enters into this agreement as partners, the Applicant warrants that

all of the partners have signed this agreement and that all of the partners will enter

into a guarantee and indemnity with the Supplier in relation to the Applicant's

obligations to the Supplier.

47. If the Applicant is a partnership, it must not alter its partnership (for example,

adding or removing partners or altering its partnership agreement) without advising

the Supplier. In the case of a change of partners, the Supplier may ask for new

guarantors to sign a guarantee and indemnity.

48. The Applicant must give the Supplier a copy of the partnership deed upon request.

Insolvency

49. If an insolvency event occurs in respect of the Applicant, the Applicant remains

liable under this agreement for payment of all liabilities incurred hereunder. The

Applicant remains liable under this agreement even if the Supplier receives a

dividend or payment as a result of the Applicant being insolvent. For the purposes of

this clause Insolvency event means: (a) the Applicant is insolvent, has a receiver,

manager, administrator, liquidator or controller appointed over it or its assets or

makes composition with its creditors; (b) commits an act of bankruptcy or

insolvency, liquidation, administration or appointment of any of the persons referred

to in clause 49(a); (c) is the subject of an application for winding up, deregistration

or administration; (d) calls a meeting of its creditors; (e) passes a resolution for its

winding up, deregistration or administration; (f) has judgment entered against it in

any cause in an amount in excess of $20,000; or (g) compromises with its creditors

.

Waiver

50. A waiver of any provision or breach of this agreement by the Supplier must be made

by an authorised officer of the Supplier in writing. A waiver of any provision or

breach of this agreement by the Applicant must be made by the Applicant's

authorised officer in writing.

51. Until ownership of the goods passes, the Applicant waives its rights it would

otherwise have under the Personal Property Securities Act 2009 and any other

legislation and regulations in respect of that Act (PPSA): (a) under section 95 to

receive notice of intention to remove an accession; (b) under section 118 to receive

notice that the Supplier intends to enforce its security interest in accordance with

land law; (c) under section 121(4) to receive a notice of enforcement action against

liquid assets; (d) under section 129 to receive a notice of disposal of goods by the

Supplier purchasing the goods; (e) under section 130 to receive a notice to dispose

of goods; (f) under section 132(2) to receive a statement of account following

disposal of goods; (g) under section 132(4) to receive a statement of account if no

disposal of goods for each 6 month period; (h) under section 135 to receive notice of

any proposal of the Supplier to retain goods; (i) under section 137(2) to object to

any proposal of the Supplier to retain or dispose of goods; (j) under section 142 to

redeem the goods; (k) under section 143 to reinstate the security agreement; and

(l)under section 157(1) and 157(3) to receive a notice of any verification statement.

Costs

52. The Applicant must pay for its own legal, accounting and business costs and all

costs incurred by the Supplier relating to any default by the Applicant. The

Applicant must also pay for all stamp duty and other taxes payable on this

agreement (if any).

53. The Applicant acknowledges and agrees that payments by the Applicant will be

applied by the Supplier as follows.

(a) Firstly, in payment of any and all collection and repossession costs and legal

costs in accordance with clauses 5(b) and 30;

(b) Secondly, in payment of any interest incurred in accordance with clause 5(a).

(c) Thirdly, in payment of the outstanding invoice(s).

Taxes and duty

54. The Applicant must pay GST on any taxable supply made by the Supplier to the

Applicant under this agreement. The payment of GST is in addition to any other

consideration payable by the Applicant for a taxable supply.

55. If as a result of:

(a) any legislation becoming applicable to the subject matter of this agreement; or

(b) any changes in legislation or its interpretation by a court of competent

jurisdiction or by any authority charged with its administration;

the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the

amounts received from the Applicant, then the Applicant must pay the Supplier

these additional amounts on demand.

Set-off

56. All payments required to be made by the Applicant under this agreement will be

made free of any set-off, or counterclaim and without deduction or withholding.

57. Any amount due to the Supplier from time to time may be deducted from any

monies which may be or may become payable to the Applicant by the Supplier.

Limit on Liability and Indemnity

58. The Supplier is not liable for any loss caused to the Applicant by reason of strikes,

lockouts, fires, riots, war, embargoes, civil commotions, acts of God or any other

activity beyond the Supplier's control. If, by reason of anything beyond its control,

the Supplier cannot perform the whole or part of its obligations under this agreement

the Supplier shall be relieved of those obligations to the extent and for the period

that it is unable to perform them and shall not be liable to the Applicant for the

resulting loss.

59. The Applicant agrees to indemnify the Supplier and its directors, officers and

employees (Indemnified Persons) and keep the Indemnified Persons indemnified

against any loss suffered by the Supplier arising out of or in connection with this

agreement, except to the extent the loss is caused by the Indemnified Persons. This

indemnity includes any legal fees and expenses the Indemnified Persons incur in

order to enforce its rights, on a full indemnity basis.

60. To the full extent permitted by law, the Applicant releases each Indemnified Person

from all claims the Applicant may have arising out of or in connection with this

agreement, including the Applicant’s use and possession of the goods.

61. The indemnity and release in clause 59 does not apply to the extent an Indemnified

Person is guilty of fraudulent acts or omissions or a breach of this agreement.

62. The Applicant agrees that the maximum aggregate liability of the Supplier for all

claims under or relating to this agreement or its subject matter, whether in contract,

tort (including negligence), in equity, under statute, under an indemnity or on any

other basis, is limited to the price paid by the Applicant under this agreement.

63. The Supplier shall not under any circumstances be liable, whether claims are made

or not, to the Applicant or any third party in respect of any consequential or special

losses (including loss of profit, economic or financial loss, damages, consequential

loss, loss of opportunity or benefit, loss of a right) or any other indirect loss.

Personal Property Securities Act 2009 (“PPSA”)

64. The Applicant will, at the request of the Supplier, execute documents and do such

further acts as may be required for the Supplier to register the security interest

granted by the Applicant under the PPSA.

65. The Applicant agrees:

(a) to accept service of any document required to be served, including any notice

under this agreement or the PPSA or any originating process, by prepaid post at

any address nominated in this agreement or any other address later notified to

the Supplier by the Applicant or the Applicant’s authorised representative; and

(b) that where the Supplier has rights in addition to those under part 4 of the PPSA,

those rights will continue to apply.

66. The Applicant irrevocably grants to the Supplier the right to enter upon the

Applicant’s property or premises, without notice, and without being in any way

liable to the Applicant or to any third party, if the Supplier has cause to exercise any

of their rights under sections 123 and/or 128 of the PPSA, and the Applicant shall

indemnify the Supplier from any claims made by any third party as a result of such

exercise.

67. The Applicant hereby consents to the Supplier recording the details of this

Agreement on the Personal Property Securities Register and agrees to do all things

necessary and reasonably required by the Supplier to affect such registration.

68. The Applicant waives any right or entitlement to receive notice of the registration of

any security interest(s) created by this instrument on the Personal Property

Securities Register.

Miscellaneous

69. The Applicant agrees that the Supplier is entitled to supply goods to any other

person or firm.

70. Where a party comprises two or more persons, then unless expressly stated

otherwise (a) the covenants and obligations by or on behalf of that party binds those

two or more persons jointly and each of them severally; and (b) the benefit of any

covenant or obligation in favour of that party accrues to and may be enforced by any

one or more of those persons.

71. If any provision of this agreement is not enforceable in accordance with its terms,

other provisions which are self-sustaining are, and continue to be, enforceable in

accordance with their terms. If any part of this agreement is invalid or

unenforceable, that part is deleted and the remainder of the agreement remains

effective.

72. The Applicant agrees that these terms and conditions may be varied, added to, or

amended by an authorised officer of the Supplier at any time by written notice to

the Applicant. If the Applicant believes that the variation will prejudice its rights,

the Applicant may terminate this agreement within 14 days of such notice.

73. Any proposed variation to these terms and conditions by the Applicant must be

requested in writing. The Supplier may refuse any such request without providing

reasons either orally or in writing.

74. This agreement constitutes the entire agreement between the parties relating in any

way to its subject matter. All previous negotiations, understandings, representations,

warranties, memoranda or commitments about the subject matter of this agreement

are merged in this agreement and are of no further effect. No oral explanation or

information provided by a party to another affects the meaning or interpretation of

this agreement or constitutes any collateral agreement, warranty or understanding.

Privacy Act

75. The Applicant agrees to the terms of the Privacy Act 1988 authorisation attached to

this agreement.

Page 4 of 8

The Applicant hereby applies for the granting of a credit facility and provides the above information in support thereof.

I am/We are authorised to sign this credit application form on behalf of the Applicant and the information given is true and correct to the best of

my/our knowledge.

Signature

Signature

Name (print)

Witness name (print)

Position Date

Date

Signature

Signature

Name (print)

Witness name (print)

Position

Date

Date

FOR COMPLETION BY THE SUPPLIER

The Applicant’s credit application is accepted. Signed for and on behalf of the Supplier.

The following persons must sign this credit application on behalf of the Applicant:

For Companies: Where there is only one director for the company then that person must sign, where there are two or more directors for the company then two Directors

or a Director and the Company Secretary must sign.

Sole Traders operating under their own name or under a business name: The individual.

Partnerships: All Partners of the Partnership.

Signature Position

Name (print) Date

ACCOUNT APPROVED FOR CASH ON DELIVERY / 7 DAYS / 14 DAYS / 30 DAYS

(Supplier to nominate)

PRIVACY ACT 1988 AUTHORISATION

1. The Applicant acknowledges that when they apply for credit with the

Supplier, the Supplier may collect credit-related personal information from

the Applicant (“personal credit information”). Personal credit information

may include personal particulars (name, sex, address, previous addresses,

date of birth, name of employer and driver's licence number), details of

services provided by the Supplier to the Applicant, overdue amounts and

recovery action taken.

2. If the Applicant does not provide the information requested in this credit

application, the Supplier may be unable to process this application and/or

provide credit to the Applicant.

3. The Supplier agrees that, in dealing with information disclosed to it by the

Applicant, the Supplier will act in accordance with the National Privacy

Principles and with the Privacy Act 1988.

4. The Applicant authorises the Supplier to obtain any information about the

Applicant’s consumer or commercial credit or business history, commercial

activities or commercial credit worthiness from the Applicant’s bank, any

trade referee named in this application and any other credit reporting agency

or business which provides information about the commercial

creditworthiness of a person or entity in relation to credit provided by the

Supplier.

5. The Applicant agrees that the Supplier may exchange information about the

Applicant with any party named in clause 4 or in a consumer credit report

issued by a credit reporting agency in respect of the Applicant for the

following purposes:

(a) to assess a credit application by the Applicant;

(b) to assess the creditworthiness of the Applicant;

(c) to withdraw credit facilities;

(d) to notify other credit providers of a default by the Applicant;

(e) to exchange information with other credit providers as to the status of

this credit account, where the Applicant are in default with other credit

providers; and/or

(f) to enable the daily operation of the Applicant’s credit facility, if any.

6. The Applicant understands that the information exchanged pursuant to

clause 5 can include anything about the Applicant's creditworthiness, credit

standing, credit history or credit capacity that credit providers are allowed to

exchange under the Privacy Act 1988 and the Privacy (Credit Reporting)

Code 2014 (Version 1.2).

7. The Supplier may give information about the Applicant to a credit reporting

agency for the following purposes:

(a) to obtain a consumer credit report about the Applicant; and/or

(b) to allow the credit-reporting agency to create or maintain a credit

information file containing information about the Applicant.

8. The information given to the credit-reporting agency may:

(a) include personal particulars (name, sex, address, previous addresses,

date of birth, name of employer and driver's license number;

(b) include details concerning the Applicant's application for consumer or

commercial credit and the amount requested;

(c) advise that the Supplier is a current credit provider to the Applicant;

(d) advise of any overdue accounts, loan repayments, and/or any

outstanding monies owing which are overdue by more than sixty days

(60), and for which debt collection action has been taken;

(e) advise that the Applicant's overdue accounts, loan repayments, and/or

any outstanding monies are no longer overdue in respect of any default

that has been listed;

(f) information that, in the opinion of the Supplier, the Applicant has

committed a serious credit infringement (that is, fraudulently or

showing an intention not to comply with the Applicant’s credit

obligations); and

(g) advise that any credit facility provided to the Applicant by the Supplier

has been paid or otherwise discharged.

9. The Applicant may request personal credit information about themselves

from the Supplier.

10. If the Applicant believes that any personal credit information is incorrect or

incomplete, the Applicant may request the Supplier to correct the

information.

11. If the Applicant has any complaint about the Supplier’s personal credit

information policy, the handling of personal credit information by the

Supplier or a breach of the Australian Privacy Principals, the Applicant may

make a complaint to the Supplier.

12. Further information on how the Applicant may request the Supplier to

correct information, or make a complaint to the Supplier, and how the

Supplier will deal with these matters is set out in the Supplier’s privacy

policy.

13. The Applicant may request credit reporting bodies to whom the Supplier

provides the Applicant’s personal credit information not to:

(a) use credit reporting information for the purpose of pre-screening or

direct marketing by credit providers; or

(b) disclose credit reporting information if the Applicant or the Guarantor

believes on reasonable grounds that he or she has been, or is likely to

be a victim of fraud.

14. The Supplier is not likely to disclose information about the Applicant to

overseas recipients.

15. The Applicant may obtain a copy of the Supplier’s policy in relation to the

management of personal credit information from the Supplier’s website at

www.advantageair.com.au or by request to the Supplier.

Page 5 of 8

DEED OF GUARANTEE & INDEMNITY

To Advantage Air Aust. Pty Ltd ABN 77 056 510 555, Advantage Air (QLD) Pty Ltd ABN 95 093 328 824 (Supplier)

Name Address

Name Address

(Guarantors) hereby covenant and undertake and if more than one, jointly and severally, as follows.

Jurisdiction

1. The Guarantors acknowledge and agree that this guarantee and indemnity is governed by

the laws of Western Australia, and the laws of the commonwealth of Australia which are

in force in Western Australia.

2. The parties to this guarantee and indemnity submit to the non-exclusive jurisdiction of the

courts of Western Australia and the relevant federal courts and courts competent to hear

appeals from those courts.

Consideration

3. In consideration of the Supplier extending or agreeing to extend credit or further credit to

the Applicant at the Guarantors’ request (testified by the Guarantors’ execution of this

agreement) for goods and services (together, goods) sold or to be sold from time to time,

the Guarantors guarantee payment to the Supplier of all money which is now or at any

time in the future becomes due and payable to the Supplier by the Applicant on any credit

facility, account or accounts whether now existing or which may in the future be opened or

in any manner whatsoever.

Guarantee and indemnity

4. The Guarantors agree to guarantee and indemnify the Supplier against all losses damages

or expenses that the Supplier may suffer as a result, either directly or indirectly, of any

failure by the Applicant to make due payment of any money owing to the Supplier whether

for goods sold or otherwise or to observe the terms of any agreement between the

Applicant and the Supplier, including costs on a full indemnity basis of any attempt or

attempts to recover monies owed from the Applicant or any Guarantor and whether

successful or not or whether frustrated by the Applicant or Guarantor or by operation of

law and including costs ordered by a court to be paid by the Supplier to the Applicant or to

any Guarantor including the costs of lodging and withdrawing caveats and/or obtaining

injunctions and enforcing any security over real and personal property given to the

Supplier.

5. This guarantee and indemnity will be a continuing guarantee and indemnity and will not be

considered as wholly or partially satisfied or discharged by any money which may at any

time or times in the future be received or applied by the Supplier to the credit of any

account of the Applicant.

6. Where two or more persons execute this guarantee and indemnity, the guarantees,

covenants and obligations in this guarantee and indemnity given or undertaken by the

Guarantors will be deemed to bind the Guarantors jointly and each of the Guarantors

severally and the Supplier will be entitled to seek payment in full from any one or more of

the Guarantors without seeking payment from the other Guarantors.

7. The Supplier will have the right to proceed against the Guarantors under the Guarantee and

Indemnity, with or without notice to the Applicant, as if the primary liability for any

money owing was the Guarantors’ own. Further, the Suppliers will have the right to

proceed against the Guarantors notwithstanding any other rights it may have in relation to

the recovery of the amounts hereby guaranteed.

8. This guarantee and indemnity will continue in force until such time as the Supplier

releases the Guarantors in writing, and notwithstanding the fact that the Guarantors are no

longer directors, shareholders or owners of the Applicant.

9. The liability of each Guarantor under this guarantee and indemnity shall not be limited or

affected by any credit limit granted or varied by the Supplier, either at the time the

agreement between the Supplier and the Applicant is entered into or subsequently.

10. This guarantee and indemnity is without prejudice to and will not be affected by nor will

the rights or remedies of the Supplier against the Guarantors or any of the Guarantors be in

any way prejudiced or affected by:

(a) any other security taken by the Supplier from the Applicant or any other person; or

(b) any waiver or indulgence, whether as to time or otherwise, given to the Applicant or

any Guarantors.

11. This guarantee and indemnity is enforceable in full by the Supplier even if it signed by

only one or more Guarantors.

Right of subrogation

12. In the event of the Guarantors and/or the other Guarantors making any payment in respect

to an obligation of the Applicant whether under a guarantee or indemnity or otherwise, the

Guarantors will not exercise any rights of subrogation against any other Guarantors or the

Applicant unless and until the Supplier has been paid in full.

13. In the event of the Applicant going into liquidation, the Guarantors will be prohibited from

proving in competition with the Applicant unless and until the Supplier has been paid in

full and any funds received by the Guarantors from the Liquidator will be held on trust for

the Supplier until the Supplier has received 100 cents in the dollar in respect of the monies

owing by the Application to the Supplier.

Insolvency of Applicant

14. No sum of money which the Applicant pays to the Supplier and the Supplier later pays, is

obliged to pay, allows in account or is obliged to allow in account to a liquidator,

administrator, receiver or trustee in bankruptcy of the Applicant by reason of the

Corporations Act 2001, Bankruptcy Act 1966 or otherwise will, for the purpose of this

guarantee and indemnity, be considered as reducing, discharging or diminishing the

Applicants or the Guarantors’ liability and this guarantee and indemnity will continue to

apply as if the said sum(s) had at all times remained owing by the Applicant.

Costs

15. The Supplier is at liberty from time to time to charge the account of the Applicant with all

costs, charges and expenses, legal or otherwise that the Supplier incurs in connection with:

(a) the account of the Applicant;

(b) this guarantee and indemnity;

(c) any other security in respect of the indebtedness of the Applicant to the Supplier;

(d) the preparation, completion and stamping of this deed; or

(e) the exercise or attempted exercise of any right, power or remedy conferred on the

Supplier under or by virtue of this deed;

and the same will be part of the monies secured by this deed.

16. The Guarantors agree to pay the Supplier’s costs and disbursements incurred in recovering

monies secured by this deed, including debt recovery agency fees and legal costs on a full

indemnity basis.

17. The Guarantors appoint as their duly constituted attorney the Supplier’s company secretary

from time to time to execute in the Guarantors’ names and as the Guarantors’ act and deed

any real property mortgage or consent to any caveat the Supplier may choose to lodge

against real property that the Guarantors may own in any Land Titles Office in any state or

territory of Australia, even though the Guarantors may not have defaulted in carrying out

their obligations hereunder.

Variation

18. The Guarantors authorise the Supplier to give time or any other indulgence or

consideration to the Applicant in respect of compliance with its obligations to the Supplier,

even if giving time or any other indulgence or consideration has the effect of increasing the

Guarantors’ liability under this guarantee and indemnity.

19. The Guarantors agree that this guarantee and indemnity will not be avoided, released or

affected by the Supplier making any variation or alteration in the terms of its agreement(s)

with the Applicant, even if such variation or alteration has the effect of increasing the

Guarantors’ liability under this guarantee and indemnity.

Severance

20. If any provision of this guarantee and indemnity is not enforceable in accordance with its

terms, other provisions which are self-sustaining are and continue to be enforceable in

accordance with their terms.

Security/charge

21. The Guarantors charge in favour of the Supplier all of their estate and interest in any real

property that the Guarantors own at present and in the future with the amount of their

indebtedness hereunder until discharged, such indebtedness to include all amounts referred

to in clauses 3 and 4.

22. The Guarantors charge in favour of the Supplier all of their estate and interest in any

personal property that the Guarantors own at present and in the future with the amount of

their indebtedness hereunder until discharged, such indebtedness to include all amounts

referred to in clauses 3 and 4.

23. This guarantee and indemnity secures the repayment of all monies owed by the Applicant

whatsoever, and this deed constitutes the entire guarantee and indemnity.

Personal Property Securities Act

24. For the avoidance of any doubt, the security interest(s) created by this instrument in favour

of the Supplier constitutes security interests pursuant to the Personal Property Securities

Act 2009.

25. The Guarantors waive any right or entitlement to receive notice of the registration of any

security interest(s) created by this instrument on the Personal Property Securities Register.

Privacy Act

The Guarantors authorise the Supplier to do each of the things listed the Privacy Act 1988

authorisation attached to this agreement in relation to its personal credit matters.

Dated

Signed, sealed and

delivered by the guarantor Signature Name

Position

Witness signature Name

Signed, sealed and

delivered by the guarantor Signature Name

Position

Witness signature Name

Page 6 of 8

Advantage

Air

Warranty

P

o

li

c

y

1. General

In this Warranty Policy:

A product is a product which was manufactured by Us or supplied to You by Us or both.

Us/Our/We means Advantage Air (Aust) Pty Ltd (ABN 77 056 510 555) or Advantage Air (QLD) Pty Ltd (ABN 95 093

328 824) as applicable.

You/Your means the person, organisation, partnership, corporation, trust or other entity who has purchased a product from

Us or an Authorised Dealer.

Authorised Dealer means a dealer, retailer or installer of Ours that has been authorised by Us to sell Advantage Air

products.

2. Our Warranty to You

Advantage Air provides a “peace of mind” product warranty on all Advantage Air products. We warrant to You that

Advantage Air products:

(a) will, during the warranty period, comply with the technical specifications published on Our website;

(b) are constructed of suitable and appropriate materials; and

(c) are constructed using good and careful workmanship.

If you are a consumer under the Australian Consumer Law then our goods also come with guarantees that cannot be

excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for

compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or

replaced if the goods fail to be acceptable quality and the failure does not amount to major failure.

The benefits given to You under this Warranty are in addition to other rights and remedies under a law in relation to the

products. Nothing in this Warranty purports to exclude, restrict or modify or have the effect of excluding, restricting or

modifying the application any of the provisions of the Competition and Consumer Act 2010 or any relevant laws which by

law cannot be excluded, restricted or modified.

3. Warranty

p

e

ri

o

ds

Different warranty periods apply to different components of the products supplied by Advantage Air, as set out in the table

below (Warranty Period).

Product Warranty Period

Air conditioning units As per manufacturer’s warranty

All electronic control systems and motors 5 years

All other products 10 years

The Warranty Period will depend on the product You have purchased. In all cases the commencement date for the

Warranty Period is the date of purchase as reflected on the Authorised Dealer’s invoice/receipt provided to You.

4. Making a Warranty claim

If You consider that an Advantage Air product You have purchased from Us has a defect or does not comply with the

warranties given to You by this Warranty or under the Competition and Consumer Act (2010), You can make a claim under

this Warranty.

If You have purchased from an Authorised Dealer

If You have purchased an Advantage Air product from an Authorised Dealer and You wish to make a claim under this

Warranty, You must contact the Authorised Dealer within 30 days of a defect being discovered.

Page 7 of 8

If You are unable to contact the Authorised Dealer or the Authorised Dealer will not provide You with assistance please call

us on (08) 6253 0100, if the product is located in Western Australia, or (07) 3623 2600, if the product is located in

Queensland.

If You are an Authorised Dealer

If You are an Authorised Dealer and You wish to make a claim under this Warranty, You must within 30 days of a defect

being discovered:

(a) at Your cost, attend the site where the product is located and assess the fault and report on the fault to Us; and

(b) Complete and forward to Us a properly completed Warranty Claim Form (as prescribed by Us) together with the proof

of purchase and Your report on the fault by mail, fax or email to the address stated below.

Our Warranty Claim Form is available on our website. If You are unable to obtain our Warranty Claim Form from our

website We will provide You with a copy on request.

If You do not follow the Warranty claim process outlined in this Warranty You may be liable for charges in accordance

with Our Schedule of Charges set out below.

5. Where to send a Warranty Claim Form

For products located in Western Australia You must send the completed Warranty Claim Form and any other documents

required by Us, as stated above to,:

Advantage Air (Aust) Western Australia:

By Mail: PO Box 5166,

Canning Vale South WA 6155

By Fax: 08 9456 5688

By Email: warranty@advantageair.com.au

For products located in Queensland You must send the completed Warranty Claim Form and any other documents required

by Us, as stated above to,:

Advantage Air (QLD) Queensland:

By Mail: 359 Fison Avenue East

Eagle Farm QLD 4009

By Fax: (07) 3268 2366

By Email: service@advantageair.com.au

6. What We will do

Following receipt of a Warranty Claim Form under this Warranty, We will send a representative to the place where the

Advantage Air product is located to assess the Warranty claim. You must provide Us with safe and ready access to all

products. We will not undertake any work in respect of the Warranty claim until safe and ready access is provided. Any

costs incurred by Us to provide such safe and ready access are payable by You.

If Your Warranty claim is valid

If We determine that Your claim is valid We will, at Our discretion:

(a) in relation to the supply of products:

(i) replace the products or supply similar products;

(ii) repair the products;

(iii) provide the cost for replacing the products or for acquiring equivalent products; or

(iv) provide the cost for having the products repaired; and

(b) in relation to the supply of services:

(i) supply the service again; or

(ii) provide for the cost of having the services supplied again.

If an installer knowingly installs a faulty product, We will supply a replacement product but We will not be liable for the cost of installation of

that replacement product.

Page 8 of 8

If Your Warranty claim is not valid

If We determine that Your Warranty claim is not valid, We will (at Our absolute discretion):

(a) advise You of our decision and charge a call out fee in accordance with the Schedule of Charges set out below, as varied from time

to time; or

(b) with Your authorisation, repair any fault not and charge You in accordance with the Schedule of Charges set out below, as varied from

time to time.

7.

W

a

r

ra

n

ty

exclusions

To the extent permitted by law, this Warranty is limited by the matters set out below. All other conditions, warranties and

liabilities, whether express or implied, are otherwise excluded except for those provisions which may not be excluded by

law.

Unless specified otherwise under ‘Warranty Periods’, this Warranty covers Advantage Air products only.

This Warranty covers 240V damper motors for replacement only. The costs of labour or any other incidental costs will not

be covered.

This Warranty does not cover damage caused by:

(a) misuse or abuse of the product;

(b) incorrect, incomplete, or improper operation of the product or not following the operation instructions contained in the instruction manual

or set out on the product label;

(c) fire;

(d) acts of God, riot, war, terrorism;

(e) accident;

(f) alteration of the product (in any manner or form whatsoever);

(g) faulty, incorrect, incomplete, or improper installation of the product;

(h) incorrect voltage or non-authorised electrical connections;

(i) repair carried out on the product other than by an Authorised Dealer.

This Warranty does not cover service costs in replacing and maintaining consumable parts which have ceased working

through normal wear and tear.

8. Schedule of

C

h

a

rg

e

s

The following schedule of charges currently applies:

Des

c

r

i

pt

i

on Fee

Call out fee

$250 (ex GST) including first hour

Labour charge for repairs unrelated to an Advantage Air product defect

$140 (ex GST)/ hour

Products damaged as a result of poor installation Charged according to Applicant

purchase prices

The above schedule of charges may change from time to time.