Credit Application Terms and Conditions – Hybrid Ag Pty Ltd

1. Interpretation
1.1 In these Credit Application Terms and Conditions "the Company" means Hybrid Ag Pty Ltd; "the Applicant" means the person or company named in the Business Credit Account Application; the "Business Credit Account Application" means the application form which these Credit Application Terms and Conditions are attached to; "General Terms" means the General Terms and Conditions of Sale which are provided with the Credit Application Terms and Conditions and which are otherwise published on the Company's website, including any amendments to those terms which may apply from time to time.
1.2 These Credit Application Terms and Conditions apply in addition to the General Terms. To the extent of any inconsistency between the Credit Application Terms and Conditions and the General Terms, the General Terms prevail to the extent of the inconsistency.

2. Application for Credit
2.1 The Applicant applies to the Company for the provision of a commercial credit facility.
2.2 The Applicant acknowledges that:
  2.2.1 the Company may approve or refuse the application for credit in its absolute discretion;
  2.2.2 the Company may impose a credit limit and may vary, suspend or withdraw that credit limit at any time;
  2.2.3 approval of a Business Credit Account Application does not oblige the Company to supply goods or services.

3. Agreement to Payment Terms
3.1 If credit is granted, the Applicant agrees to pay all invoices issued by the Company in accordance with the Company payment terms (including the payment terms in the General Terms) as notified from time to time.
3.2 The Applicant acknowledges that failure to comply with payment terms may result in suspension or cancellation of credit.

4. Information Provided by Applicant
4.1 The Applicant warrants that all information provided in the Business Credit Account Application is true and accurate.
4.2 The Applicant must immediately notify the Company of any change in:
  4.2.1 ownership or shareholding
  4.2.2 business structure
  4.2.3 address or contact details
  4.2.4 financial position that may affect the Applicant's ability to pay its debts.

5. Credit Checks and Information Exchange
5.1 The Applicant authorises the Company to:
  5.1.1 obtain credit reports and other credit information about the Applicant from credit reporting bodies, credit providers and trade referees;
  5.1.2 make enquiries with any person or entity for the purpose of assessing this application.
5.2 The Applicant also authorises the Company to exchange information about the Applicant's creditworthiness with other credit providers.

6. Ongoing Credit Assessment
The Applicant authorises the Company to make periodic enquiries about the Applicant's creditworthiness during the period that credit is provided. This may include obtaining credit reports or financial information from credit reporting bodies or other credit providers.

7. Privacy Consent
7.1 The Applicant consents to the Company collecting, using and disclosing personal information for the purposes of:
  7.1.1 assessing the Business Credit Account Application;
  7.1.2 managing the Business Credit Account Application;
  7.1.3 recovering amounts owed.
7.2 Personal information will be handled in accordance with the Privacy Act 1988 (Cth) and the Company's privacy policy from time to time.

8. Directors' Guarantee (if Applicant is a Company)
8.1 If the Applicant is a company, the Company may require the directors or shareholders of the Applicant to provide a personal guarantee and indemnity as a condition of granting credit.
8.2 The guarantor will be jointly and severally liable for all amounts owing by the Applicant.

9. Personal Property Securities Act
9.1 To secure payment of all amounts owing, the Applicant grants the Company a security interest in all goods supplied and their proceeds for the purposes of the Personal Property Securities Act 2009 (Cth).
9.2 The Applicant agrees to:
  9.2.1 provide any information required for the Company to register a security interest on the Personal Property Securities Register (PPSR);
  9.2.2 do all things reasonably required to ensure the Company's security interest is perfected and enforceable.

10. Default
10.1 The Applicant will be in default if:
  10.1.1 any payment owed to the Company is overdue;
  10.1.2 the Applicant becomes insolvent or enters liquidation, administration or bankruptcy;
  10.1.3 the Applicant makes a composition or arrangement with creditors.
10.2 Upon default, the Company may:
  10.2.1 cancel or suspend the credit facility;
  10.2.2 demand immediate payment of all outstanding amounts;
  10.2.3 commence recovery proceedings.
10.3 The Applicant agrees to pay all reasonable costs incurred by the Company in recovering any overdue amount, including:
  10.3.1 debt collection fees;
  10.3.2 legal costs on a solicitor and own client basis;
  10.3.3 court costs and enforcement expenses.

11. Withdrawal of Credit
11.1 The Company may withdraw, vary or suspend credit at any time without notice if the Company reasonably believes that:
  11.1.1 the Applicant's financial position has deteriorated; or
  11.1.2 there is an increased risk of non-payment.

12. Authority of Signatory
12.1 By submitting the Business Credit Account Application, the signatory binds the Applicant to these Credit Application Terms and Conditions and the General Terms.
12.2 The person signing the Business Credit Account Application on behalf of the Applicant warrants that they:
  12.2.1 are authorised to bind the Applicant; and
  12.2.2 have authority to agree to these Credit Application Terms and Conditions and the General Terms on behalf of the Applicant.

13. Governing Law
This Business Credit Account Application and any credit facility granted is governed by the laws of the State or Territory in which the Company's principal place of business is located and the Applicant and Company submit to the exclusive jurisdiction of the Courts of that State or Territory.

Director's / Guarantor's Guarantee and Indemnity – Hybrid Ag Pty Ltd

1. Interpretation
Capitalised Terms in this Director's / Guarantor's Guarantee and Indemnity have the same meaning as clause 1 of the Credit Application Terms and Conditions to which this document is attached to. "Guarantor" means the person named as the Guarantor in the Business Credit Account Application, or if there is no one named, it shall mean the Director(s) named in the Business Credit Account Application, or if no one is named it shall mean all Directors of the Applicant (if the Applicant is a Company).

2. Guarantee
2.1 In consideration of the Company agreeing to grant credit to the Applicant, the Guarantor(s) jointly and severally:
  2.1.1 irrevocably guarantee to the Company the due and punctual payment of all monies which are now or may in the future become owing by the Applicant to the Company; and
  2.1.2 guarantee the due performance by the Applicant of all of its obligations to the Company.
2.2 This guarantee:
  2.2.1 is a continuing guarantee;
  2.2.2 applies to all debts and liabilities of the Applicant to the Company at any time; and
  2.2.3 remains in force until the Company releases the Guarantor in writing.

3. Indemnity
3.1 The Guarantor(s) indemnify the Company against all losses, damages, costs and expenses incurred by the Company arising from:
  3.1.1 any failure by the Applicant to pay any monies owing; or
  3.1.2 any breach by the Applicant of its obligations.
3.2 This indemnity is a separate and independent obligation and continues even if the guarantee is unenforceable.

4. Principal Debtor
4.1 The Guarantor agrees that the Company may treat the Guarantor as principal debtor in respect of all monies owing by the Applicant.
4.2 The Company is not required to first take action against the Applicant before enforcing this guarantee.

5. Joint and Several Liability
Where more than one person is a Guarantor, their liability is joint and several.

6. Recovery Costs
The Guarantor(s) agree(s) to pay all costs incurred by the Company in enforcing this Director's / Guarantor's Guarantee and Indemnity, including legal costs on a solicitor and own client basis.

7. Charge Over Property
7.1 As security for payment of all monies owing to the Company, the Guarantor(s) charges in favour of the Company all present and future real property and personal property owned by the Guarantor(s).
7.2 The Guarantor(s) consents to the Company lodging a caveat or other security to protect its interest.

8. No Release
8.1 The liability of the Guarantor will not be affected by:
  8.1.1 any variation of the Credit Application Terms and Conditions or General Terms;
  8.1.2 any extension of time granted to the Applicant;
  8.1.3 any compromise or arrangement with the Applicant;
  8.1.4 the insolvency, liquidation or administration of the Applicant.

9. Acknowledgement
9.1 The Guarantor acknowledges that they:
  9.1.1 have read and understood this Director's / Guarantor's Guarantee and Indemnity;
  9.1.2 understand the nature of the obligations they are undertaking; and
  9.1.3 have had the opportunity to obtain independent legal advice.

10. Execution

Signed by the Guarantor / Director of the Applicant:      Signed by the Guarantor / Director of the Applicant:

Print Name of Guarantor / Director:      Print Name of Guarantor / Director:

Signature of Guarantor / Director:      Signature of Guarantor / Director:

Name of Witness:      Name of Witness:

Signature of Witness:      Signature of Witness:

Address of Witness:      Address of Witness:

Please complete the above details in the relevant fields provided in the business credit account application form.

General Terms and Conditions of Sale – Hybrid Ag Pty Ltd

1. Interpretation
In these Terms and Conditions of Sale "the Company" means Hybrid Ag Pty Ltd; "the Buyer" means the person or company purchasing the goods; "the Goods" means the materials and/or services subject to the contract between the Buyer and the Company.

2. General
2.1 Unless otherwise agreed in writing, every order, sale, quotation and contract placed with the Company shall be subject to these Terms and Conditions of Sale to the extent that the same are applicable which are deemed to be agreed and accepted by all parties involved and over-ride any standard terms and conditions stipulated, incorporated or referred to in the Buyer's order.
2.2 These Conditions of Sale shall be governed by the laws applicable in Victoria and the Buyer submits to the jurisdiction of the Victorian Courts and Tribunals.
2.3 If any clause or part of these Terms and Conditions of Sale not being of a fundamental nature is held to be illegal or unenforceable, the legality, validity and enforceability of the remainder of these Conditions of Sale shall not be affected.

3. Quotations
3.1 A "Quotation" or "Quote" means a written description of the Goods to be provided, an estimate of the Company's charges for the Goods.
3.2 The Company may provide the Buyer with a Quote. Unless otherwise specified on a Quote, any Quote issued by the Company is valid for 60 days from the date of issue.
3.3 Unless otherwise expressly agreed in writing, a Quote does not include delivery and/or installation of the Goods.
3.4 Quotes are based upon the cost of materials available at the time of preparation of the Quote and assume the timely supply by the Buyer of necessary material and instructions to the Company.
3.5 Following provision of a Quote to the Buyer, the Company is not obliged to commence work until the Quote has been accepted by the Buyer by completing an Order form and returning the form to the Company, or by otherwise accepting the Quote and placing an Order with the Company in a manner specified by the Company.
3.6 The Company reserves the right to amend any Quote before the Order has been completed to take into account any rise or fall in the cost of completing the Order. The Supplier will notify the Customer of any amendment as soon as practicable.
3.7 An indication in a Quote of the time frame for the provision of the Goods is an estimate only and is not a fixed time frame.

4. Orders
4.1 Every order by the Buyer for the provision of Goods ("Order") must be submitted in writing on the Company's standard Order form (unless otherwise agreed).
4.2 An Order will not be placed by the Customer unless the Order clearly identifies the Goods ordered and the Company's Quote (if any).
4.3 Placement of an Order by the Buyer signifies acceptance by the Buyer of these Terms and Conditions of Sale and the most recent Quote (if any).
4.4 The Company may in its absolute discretion refuse to provide Goods where:
  4.4.1 Goods are unavailable for any reason whatsoever;
  4.4.2 credit limits cannot be agreed upon or have been exceeded; or
  4.4.3 payment for Goods previously provided to the Buyer has not been received by the Company.
4.5 "Additional Charge" means fees or charges for additional work required at the Buyer's request or expenses incurred by the Company at the Buyer's request.

5. Variations
5.1 The Buyer may request that its Order be varied by providing a request in writing to the Company. A request for a variation must be agreed to in writing by the Company in order to have effect.
5.2 The Company reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred due to the variation.
5.3 The Company has an automatic extension of time for the provision of the Goods equal to the delay caused by the variation.

6. Price
6.1 The Buyer shall pay the price of the Goods stated in the invoice which will be the price ruling at the date of delivery or collection ("Price").
6.2 The Buyer shall pay GST at the rate specified on the invoice.
6.3 Unless otherwise agreed in writing the price is exclusive of packaging costs, freight charges, delivery costs, bank charges and such other charges notified by the Company to the Buyer ("Price Additions").
6.4 If the cost to the Company of supplying the Goods not yet delivered shall be increased materially by any dispute or cause, the Company may cancel the Order without liability.
6.5 Where delivery of the Goods is to be made by installments, each delivery shall be treated as a separate contract.

7. Delivery
7.1 All delivery dates are estimates only and the Company shall not be liable in damages for any delay. The following circumstances shall be deemed NOT to be within the Company's control: Act of God, war, riots, civil commotions, strikes, lockouts, trade disputes, fires, breakdowns, interruptions of transport, Government action, and delay in delivery by the Company's suppliers.
7.2 During any such period of delay the Buyer after giving reasonable prior written notice shall be at liberty to purchase elsewhere such Goods as shall be necessary for the Buyer's requirements.
7.3 The Company excludes all liability for any losses as a result of failure to deliver on a specified delivery date or delivery to a specified delivery location. The Buyer indemnifies the Company for any such losses and liabilities.

8. Terms of Payment
8.1 Unless clauses 8.2 or 8.3 applies, the Buyer shall pay the Total Price including GST within 30 days of an invoice ("due date").
8.2 The Company may elect for the Total Price including GST to be paid prior to booking the Goods for delivery.
8.3 The Company may require a Deposit to be paid at any time prior to delivery. The Deposit will be applied as a credit on the final invoice. Where an Order is cancelled after the Company has placed orders with sub-suppliers or purchased materials, the Company shall be entitled to keep the whole Deposit.
8.4 The Company and the Buyer may agree to different payment terms in writing only.
8.5 If the Buyer does not pay on the due date the Company may charge interest based on the Bank Bill Swap Rate (BBSW) plus a margin of 10% pa, updated on the 1st of each month.
8.6 All expenses incurred by the Company in collecting overdue payment including debt collection agency, legal and court fees shall be payable by the Buyer.
8.7 The Buyer shall send all amounts due to the address of the Company printed on the front of the invoice, or deposit directly into the Company's bank account.
8.8 If the Buyer fails to make any payment on the due date or becomes bankrupt or enters into liquidation or makes any composition arrangement with creditors or has a receiver appointed, the Company shall have the option to withhold or cancel further deliveries.

9. Acceptance of Goods
9.1 The Buyer shall inspect the Goods upon delivery and give notice in writing to the Company within 48 hours if the Goods supplied are not in accordance with the contract. Failure to provide notice within 48 hours deems acceptance. Nothing in this clause shall affect any consumer guarantees under the Australian Consumer Law (if applicable).
9.2 The Company will at their option: (a) Credit the Buyer with the price; or (b) Replace same. All other warranties or conditions as to the Goods or their fitness for any purpose are excluded except where by statute such exclusion are prohibited.

10. Returns
10.1 The Buyer may only return goods to the Company for credit if the prior written approval of the Company has been obtained AND the freight costs on the return have been paid by the Buyer.
10.2 If the Buyer returns Goods otherwise than in accordance with Clause 10.1, the Company may at its sole discretion accept the return and grant a credit, or hold the goods on the Buyer's behalf at the Buyer's expense.

11. Cancellation
11.1 No Order may be cancelled or deferred without prior consent in writing of the Company and in the case of custom blended goods no order may be cancelled after the Company has scheduled manufacture or purchased the materials required.
11.2 Where an Order is cancelled, the Buyer indemnifies the Company against any losses incurred as a result of the cancellation, including loss of profit and any administration fees.

12. Title and Risk
12.1 The Goods are at the Buyer's risk immediately upon arriving at the Buyer's premises, or destination specified by the Buyer.
12.2 Ownership of the goods shall not pass to the Buyer until the Buyer has paid all amounts owing and met all other obligations.
12.3 Receipt of any form of payment other than cash shall not be deemed payment until that form of payment has been honoured, cleared or recognised.
12.4 It is further agreed that where practicable the Goods shall be kept separate and identifiable until payment is received; the Company may give notice to return the Goods at any time before ownership passes; the Company shall have the right of stopping the Goods in transit; the Company may enter premises to take possession of the Goods if the Buyer fails to return them; the Buyer holds any proceeds on trust for the Company until payment in full is received; the Buyer shall not charge or encumber the Goods while they remain the property of the Company; and if the Goods are converted into other products, the Company will be the owner of the end products.

13. Personal Property Securities Act 2009 ("PPSA")
13.1 These terms and conditions constitute a security agreement for the purposes of the PPSA and create a security interest in all Goods previously supplied and all Goods to be supplied in the future by the Company to the Buyer.
13.2 The Buyer undertakes to promptly sign any further documents required to register a financing statement on the Personal Property Securities Register and to indemnify the Company for all expenses incurred in doing so.
13.3 The Buyer shall not register a financing change statement or permit registration in favour of a third party without the prior written consent of the Company.
13.4 Sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms and Conditions.
13.5 The Buyer waives its rights to receive notices under sections 94, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA, and its rights as grantor/debtor under Sections 142 and 143, and its right to receive a verification statement under Section 157 of the PPSA.

14. Security and Charge
14.1 Where the Buyer and/or the Guarantor is the owner of land, realty or any other asset capable of being charged, both agree to mortgage and/or charge all of their joint and/or several interest in the said assets to the Company or the Company's nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Company shall be entitled to lodge a caveat, which shall be withdrawn once all payments and obligations have been met. The Buyer and/or Guarantor appoint the Company or its nominee as their true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause.

15. Buyer's Statutory Rights
These Terms and Conditions of Sale shall not exclude, limit, restrict or modify the rights, entitlement and remedies conferred upon the Buyer, or the liabilities imposed upon the Company, by any Commonwealth or Victorian legislation, but subject thereto all excludable conditions and warnings are hereby excluded.

— End of Terms and Conditions —

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