APPLICATION FOR A 30 DAY CREDIT ACCOUNT Locked Bag 1500 Dandenong South VIC 3174 Australia P. 03 9215 2222 F. (03) 9215 2346 admin@pattersoncheney.com.au Business Details Business Business Numbers ABN 46 097 677 980 ACN 097 677 980 Business structure Private Company Year of inception 2001 If a trust, please advise trustee If less than 12 months, previous occupation Names Legal Entity Name Main trading name Other trading names Profile Nature of business Business description The business address is AUSTRALIAN STAINLESS DISTRIBUTORS PTY LTD AUSTRALIAN STAINLESS DISTRIBUTORS PTY LTD Steel sales Stainless Steel Sales rented Account Details Estimated monthly spend 6000 Credit Limit Requested 6000 Which Branch & of Patterson Cheney Pty Ltd Will You Be Dealing With The Most Service Contact Details Primary Contact Full name Terry Nowell Position General Manager Website asdsales.com.au E. terrynowell@asdsales.com.au P. 97978188 F. 97998547 Director/Principal Details Name STEPHEN ROBERTSON DOB 21-10-1963 Drivers Licence NSW 11379769 Contact Details P. 0418651501 Home Address 3 ARALUEN PLACE GLENHAVEN, NSW, 2156, AUSTRALIA Business Addresses Trade References PO BOX 4016 DANDENONG SOUTH, VIC, 3164, AUSTRALIA Name GEORGE ARCHER METALS Company GEORGE ARCHER METALS Contact Details P. 0397947250 F. 03-9794-7877 E. admin@georgearchermetals.com.au Name OUTOKUMPU PTY LTD Company OUTOKUMPU PTY LTD Contact Details P. 0393693344 F. 03-9360-9355 E. Name GARMCO (AUSTRALIA) PTY LTD Company GARMCO (AUSTRALIA) PTY LTD Contact Details P. 03 9767 3000 F. 03 9767 3003 E. Page 1 of 6
Credit Agreement I / WE... Company or individuals name (hereinafter called "the Customer") Of... Address hereby requests that you allow it credit in respect of payment for such goods as may be supplied to the customer at the customer's request and not to require immediate payment upon delivery of goods or the provision of such services and in consideration of you so doing and in order to induce you, in your discretion, to grant such credit facilities to the customer, THE CUSTOMER REPRESENTS AND WARRANTS to you that the particulars set out below are true and correct in every particular and THE CUSTOMER AGREES with you as hereinafter set out and accepts the terms and conditions upon which you may supply goods and services as set out herein. PRIVACY ACT... 1. The Customer and Guarantor(s) are informed that personal information (including an opinion) relating to the Customer and Guarantor might be disclosed by Patterson Cheney Pty Ltd. to a credit reporting agency. 2. The Customer and Guarantor agree: (a) to Patterson Cheney Pty Ltd obtaining from a business which provides information about the commercial credit worthiness of persons information concerning my commercial activities or commercial credit worthiness and using that information for the purposes of assessing this application. (b) to any credit reporting agency giving to Patterson Cheney Pty Ltd a credit provider any credit report or record or information that has any bearing on the credit worthiness, credit standing, credit history or credit capacity of the Customer and Guarantor for any of the following purposes: (i) to assess an application by the Customer or Guarantor for credit (ii) to notify other credit providers of a default by the Customer or Guarantor (iii) to exchange information with other credit providers as to the status of the account where the customer or guarantor are in default with another credit provider. (iv) to assess the credit worthiness of the Customer and Guarantor at any time. Director or Authorised Officer (Print Name)... Signature...Date:... Witness name... Signature...Date:... Page 2 of 6
Terms of Trade CONDITIONS OF SALE 1. DEFINITION In these Conditions: Company means Patterson Cheney Pty Ltd. Conditions means these terms and conditions of sale, as amended by the Company from time to time. Customer means any person who has placed an Order with the Company or requests a Quotation from the Company. Goods means any goods requested by the Customer in an Order. Order means any order placed by a person for the supply of goods and/or services by the Company. Services means any services requested by the Customer in an Order. "Supplier" means Patterson Cheney Pty Ltd 2. CONDITIONS TO PREVAIL Subject to sub-clause 9 (d) these Conditions constitute the terms and conditions upon which the Company will supply Goods and/or Services to the Customer and take precedence over any terms and conditions that may be contained in any Order or in any other document or elsewhere. 3. TERMS OF PAYMENT Unless otherwise agreed in writing by the Company, the Customer shall pay in full for all Goods and/or Services supplied by the Company by not later than the last day of the month following the date of the Company s invoice statement thereof. If the Customer fails to make any payment when due, then without prejudice to any other provision of these Conditions or to any other remedy provided to the Company under these Conditions or otherwise, interest shall accrue on the amount of the overdue payment at a rate equal to 11.5% calculated from the date payment was due, and all amounts owing by the Customer to the Company on any account shall immediately become due and payable. 4. PRICES a) The price of Goods and/or Services shall be the then current price charged by the Company as at the date of delivery of the Goods and/or Services, subject to any increases in accordance with paragraph 4(b). b) Unless already included in the price of Goods and/or Services, the Company may add to the price of any Goods and/or Services: (i) any amount which the Company is required to pay on account of any excise duty or any charges which may be established or levied by any governmental authority (domestic or foreign) thereupon or on any part thereof or in connection therewith: (ii) any amount which the company is required to pay on account of any GST which may be established or levied by the government. (iii) any transportation and delivery costs; and (iv) an amount that reflects any relevant increase in exchange rates, transportation costs and the cost of labour and materials. 5. RETURNS OF GOODS a) Goods will not normally be accepted for return after fourteen (14) days from date of delivery. b) Acceptance of Goods returned for credit does not imply agreement to issue a credit note. A credit note will only be issued if the returned Goods are in original packaging and found to be satisfactory by the Company in saleable condition. c) Where incorrectly ordered Goods are returned or Goods are returned outside clause 6(a) above, freight will be at the customer s expense. Such returns will be subject to a surcharge as follows: (1) Up to 30 days - 5% of the net invoice value; or (2) Over 30 days - 10% of the net invoice value. 6. INSPECTION BY PURCHASER The Customer shall inspect all Goods and/or Services upon delivery of the Goods or completion of the Services, as the case may be, and shall report in writing to the Company within 14 days of the date of delivery any alleged defects in Goods and/or Services with details of the relevant invoice number and a description of the alleged defects. Unless Goods and/or Services are so rejected within that 14 day period, such Goods and/or Services will be deemed to comply with the Specifications. 7. RETENTION OF TITLE (a) Property in the Goods shall not pass to the Customer until payment in full on any account relating to the sale of the Goods has been received by the Company. Until full payment for Goods has been received by the Company: (i) the relationship between the parties shall be fiduciary and the Customer will hold such Goods as bailee; (ii) the Customer shall, at its cost, hold and store the Goods in such a way as to clearly identify them as the property of the Company; and (iii) the Company may, without prejudice to any of its other rights, inspect, search for, remove and re-take and resume possession of any of the Goods and, the Customer hereby grants to the Company, its servants and agents, leave and licence to enter upon the Customer s premises, or any other place occupied by the Customer where the Goods may be, at any time without prior notice, using reasonable force if necessary, for that purpose if: - there is any breach of any of these Terms and Conditions of Sale or any other contract between the Company and the Customer; or - the Customer takes any action that could result in his being made bankrupt or arrangement under Part X of the Bankruptcy Act 1966 is invoked against the Customer or where the Customer is a corporation, if the customer is or becomes insolvent or an externally administered body corporate (within the meaning of the Corporations Law) or a controller (within the meaning of the Corporations Law) enters into possession or takes control of the Customer s undertaking or property or any part thereof; or - the Customer parts with possession of the Goods or any of them otherwise than by way of sale to a customer in the ordinary course of its business; and Page 3 of 6
- if the Goods or part thereof are sold by the Customer, the Customer shall hold so much of the proceeds of such sale as equals the unpaid price payable to the Company in a separate account, for the Company. The Company has a right to trace the proceeds of any such sales in accordance with equitable principles. (b) The Company may recover the price of the Goods by action, and may apply to wind up or bankrupt the Customer, if the Goods are not paid for within the Company s usual credit terms, not withstanding that property in the Goods has not passed to the Customer. (c) These provisions apply not withstanding any arrangement under which the Company provides credit to the Customer. To the extent that there is any inconsistency, these provisions prevail. 8. LIABILITY OF COMPANY (a) The Company will not be liable in respect of any loss or damage (including consequential loss or damage), howsoever caused (whether by negligence or otherwise), which may be suffered or incurred or which may arise directly or indirectly in respect of the Goods, howsoever acquired, where any person has: (i) modified or in any way altered the Goods or changed the formulation or make-up of the Goods; (ii) failed to use the Goods in accordance with the instructions or recommendations of the Company published from time to time in connection with the use of the Goods; (iii) failed to use the Goods in accordance with any applicable laws or regulations. (b) The Company will not be under any liability in respect of any loss or damage (Including consequential loss or damage) however caused (whether by negligence or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of any technical advice or assistance given or rendered by it to the Customer whether or not in connection with the manufacture, preparation or supply of Goods and/or Services to the Customer, provided that the Company has provided such technical advice or assistance with due care and skill. (c) Where any applicable legislation implies any term, condition or warranty into the relationship between the Company and the Customer or into these Terms and Conditions of Sale or a contract of sale between the Company and the Customer in relation to the sale or supply of Goods and/or Services, or otherwise gives the Customer a particular remedy against the Company and that legislation or any legislation avoids or prohibits provisions excluding or modifying the application of, or exercise of, or liability under, such term, condition, warranty or remedy, then that term, condition, warranty or remedy shall be deemed to be included in these Terms and Conditions of Sale, or, as the case may be, apply to that relationship. However, the Company s liability for any breach of such term, condition or warranty or under such remedy, shall be limited, at the Company s option, in any one or more of the ways permitted by that legislation including, where so permitted: (i) if the breach relates to any Goods, to: the replacement of those Goods or the supply of equivalent goods; - the repair of those Goods; - the payment of the cost of replacing those Goods or acquiring equivalent goods; or - the payment of the cost of having those Goods repaired; and (ii) if the breach relates to any Services to: - the supplying of those Services again; or - the payment of the cost of having those Services supplied again. (d) If there is any inconsistency between the express terms of these Conditions and any term, condition, warranty or remedy deemed to be included in these Conditions pursuant to sub-clause 8(c), that term, condition, warranty or remedy shall prevail to the extent of the inconsistency. (e) The descriptions, illustrations and other material contained in any catalogue, price list, brochure, leaflet or other material provided by or on behalf of the Company shall not form part of these Conditions or any contract between the Company and the Customer for the supply of Goods or Services and shall not amount to any representation or warranty (whether collateral thereto or otherwise), nor shall the use of such material constitute a contract of sale by description. All Goods and Services supplied by the Company shall be in conformity with the Company s standard commercial specifications at the time of supply, subject to the Company s right without notice to incorporate such minor modifications thereto as it thinks fit or any modifications of whatever nature necessary to comply with any relevant law. 9. PROPERTY AND RISK Risk in Goods shall pass to the Customer immediately upon delivery of the Goods by the Company. 10. ACKNOWLEDGEMENTS The Customer acknowledges that: (a) it has not relied on any representations made by the Company as to the suitability of the Goods for any specific purpose; and (b) it is its responsibility to make its own enquiries and investigations as to the suitability of the Goods for any particular purpose. 11. FORCE MAJEURE The Company shall not be liable as a result of delay in performance or of non-performance caused by circumstances beyond its control, including but not limited to acts of God, fire, explosion., flood, machinery or equipment breakdown, accident, war, Government action, riots, strikes, lockouts, shipping delays or delays by suppliers or contractors due to causes beyond the control of those suppliers or contractors. 12. SEVERANCE If it is held by a court of competent jurisdiction that: (a) any part of these Conditions is void, voidable, illegal or unenforceable; or (b) these Conditions would be void, voidable, illegal or unenforceable unless any part of these Conditions was severed from these Conditions, that part will be severed from and will not affect the continued operation of the remainder of these Conditions. 13. WAIVER No waiver by either party of any breach of any of the terms and conditions contained in these Conditions shall be effective unless given in writing and no waiver shall be construed as a waiver of any subsequent breach of the same or any other terms or conditions of these Conditions. 14. GOVERNING LAW These Conditions shall be governed by and construed in accordance with the laws in force in the State of Victoria, and the Company and the Customer submit to the Page 4 of 6
jurisdiction of the courts of that State. 15. EQUITABLE CHARGE To secure payment of all monies which may become payable by the Customer to the Supplier, the Customer HEREBY CHARGES with the due payment of those monies all of the Customer's interest in the land described in this Application for thirty day credit account and all other real property both present and future and the customer consents to the Supplier lodging a caveat or caveats noting its interest pursuant to such charge. The customer also hereby agrees, if requested by the supplier, to execute any other documents in registerable form to better secure this equitable charge. The customer hereby agrees to indemnify the Supplier for all legal costs and fees in respect to such charge and caveat. We acknowledge receipt of and accept the general terms and conditions and we certify that we are authorised to complete and sign the credit application form and that the information provided is true and correct to the best of our knowledge. Further we undertake to advise Patterson Cheney Pty Ltd of any changes in that information and understand any material changes will not become effective until specifically acknowledged... FOR COMPANY ACCOUNTS PERSONAL GUARANTEE To: PATTERSON CHENEY PTY LTD (hereinafter called "the Supplier) of: 200 Cheltenham Road Dandenong, Victoria 3175 Customer:. of: Guarantors 1 2 Should the Application for Credit be approved in favour of the Customer whose name appears hereon, then we, the signatories to this document ("the Guarantors") HEREBY GUARANTEE to you the Supplier the due and punctual payment and performance by the Customer of all its obligations and other liabilities in respect to all the contracts entered into with you and in addition, we agree, undertake and acknowledge to be bound by the terms and conditions of credit herein and further: 1. That we the Guarantors of the Customer hereby agree that this Guarantee shall be a continuing one in favour of the Supplier in respect to all debts, losses, payments, damages and other expenses to which the Supplier is entitled and that each signatory hereto shall be jointly and severally liable for such payments and other obligations. EQUITABLE CHARGE 2. In the event of any default by the Customer WE HEREBY CHARGE the land described in this commercial credit application and supply agreement and all other land owned by us from time to time with payment of any amounts due by the Customer and hereby authorise you to register such charge or caveat such land to better secure such moneys due pursuant to this guarantee and further indemnify and guarantee payment to you of all legal costs in respect to the charge and caveat. We also agree, if requested by the supplier, to execute any other documents in registerable form to better secure this equitable charge. DATED SIGNED by the Guarantor in the presence of 1 Guarantor's Signature Adult Witness Signature Page 5 of 6
Name of Witness (please print) SIGNED by the Guarantor in the presence of 2 Guarantor's Signature Adult Witness Signature Name of Witness (please print) THIS IS A LEGAL CONTRACT. DO NOT SIGN IT UNLESS YOU HAVE READ AND UNDERSTOOD THE DOCUMENT Page 6 of 6