TERMS OF TRADE FOR PERAWAY MARBLE (Aust) Pty Ltd
Terms of Trade for Peraway Marble (Aust) Pty Ltd
The whole of the agreement between Peraway Marble (Aust) Pty Ltd with ABN 30 007 092 622, (herein on in referred to as “Peraway”) and the applicant referred to in the Credit Application (“Customer”) are those set out in these Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by law (“Terms”). Any other contractual terms of the Customer (whether upon the Customer’s order or elsewhere) which are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and /or supply of all or a portion of the goods, materials and/or parts and/or labour and/or services supplied by Peraway under these Terms (“Goods”), the Customer shall be deemed to have accepted these Terms and to have agreed and that they shall apply to the exclusion of all others.
2. Credit Terms
2.1 Payment is due as follows;
2.1.1 for credit account customers, on or prior to seven (7) days from the date of the invoice
2.1.2 for credit account customers, on or prior to fourteen (14) days from the date of the invoice
2.1.3 for credit account customers, on or prior to twenty one (21) days from the date of the invoice
2.1.4 for credit account customers, on or prior to thirty (30) days from the end of the month of the month that the invoice is dated.
2.1.5 for domestic or non-credit account customers, 50% deposit on placing the order and the balance upon or prior to collection, delivery or installation of the Goods.
unless otherwise stated in writing by Peraway. Peraway may charge interest at a rate equivalent to two percent (2%) in excess of the rate of interest for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 if payment is not received by the due date.
2.2 Peraway’s express or implied approval for extending credit to the Customer may be revoked or withdrawn by Peraway at any time.
2.3 Peraway is entitled to set-off against any money owing to the customer amounts owed to Peraway by the Customer on any account whatsoever.
2.4 Any payments received from the Customer on overdue accounts will be applied first to satisfy interest which may have accrued, second to reasonable expenses and legal costs referred to in Clause 2.5, and then to principal.
2.5 The Customer is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by Peraway for enforcement of obligations and recovery of monies due from the Customer to Peraway.
3. Quotations and Pricing
3.1 Prices charged for Goods will be according to a current quotation for those Goods. Otherwise, they will be determined by Peraway by reference to its standard prices in effect at the date of delivery (whether notified to the Customer or not and regardless of any prices contained in the order). Peraway will use its best endeavours to notify the Customer of price changes but bears no liability in respect of this.
3.2 Any quotation by Peraway shall not constitute an offer. Quotations will remain valid for 30 days from the date of quotation and that the following criteria are also met:
i. The stock on which the quotation was based is still available at the time
that the quote is accepted within that 30 day period.
ii. The piece or off cut is still available at the time that the quote is accepted
within that 30 day period.
3.3 Any quotation, acceptance of quotation, purchase order or other document which requires signature may be signed in electronic form, and such signature shall be binding upon the person affixing that signature. No work will be commenced or Goods delivered unless there is a signed acceptance of quotation or purchase order confirming the request for goods.
3.4 Upon written request by Peraway, the Customer shall pre-pay the cost of the stone at the time of making the order
3.5 Unless otherwise specified by Peraway, the prices exclude:-
3.5.1 Any statutory tax, including any GST, duty or impost levied in respect of the Goods and which has not been allowed for by Peraway in calculating the price.
3.5.2 Costs and charges in relation to insurance, packing (other than the standard packing of Peraway), crating, delivery (whether by road, rail, ship or air) and export of the Goods.
3.6 Any variations in the invoice or contract price as a consequence of currency fluctuations shall be payable by the Customer.
3.7 The contract between Peraway and the Customer shall not be affected by any impositions or alterations of customs duties or by decisions of the Customs Department with regard to either classification or value of duty or landing charges occasioned thereby. Any such impositions shall not be to the account of the Customer.
3.8 For commercial Customers, we will not accept any retentions to the contract sum.
3.9 This agreement is subject to the provisions of the Building and Constructions Industry Security of Payment Act 2002.
3.10 Prices are subject to change without notice.
4. Delivery & Supply
4.1 Any times quoted for delivery and or supply are estimates only and Peraway shall not be liable for failure to deliver/supply., or for delay in delivery/supply. The Customer shall not be relieved of any obligation to accept or pay for Goods, by reason of any delay in delivery/supply or dispatch. Peraway reserves the right to stop supply at any time if the Customer fails to comply with the Terms.
4.2 Peraway may refuse to supply any order by the Customer for Goods in its absolute discretion and may make acceptance of an “order conditional upon it receiving a satisfactory credit assessment of the Customer”
4.3 The Customer is deemed to accept delivery of the goods where it is either; 4.3.1 Delivered to the Customer’s premises or to the address advised by the Customer
4.3.2 When Peraway notifies the Customer that the goods are available for collection.
4.3.3 When the Goods are loaded onto the Customers vehicle or any vehicle commissioned/hired/leased/engaged/contracted or organised by the Customer for transport of the Goods on the Customers behalf.
4.3.4 When the Goods are loaded onto any vehicle that Peraway has organised for the delivery of the Goods to the Customer without exception.
4.4 All goods are supplied in Good Faith, therefore any goods collected by the Customer, in the event that they are found to be defective or incorrect, are to be returned by the Customer at their expense, and replacement goods collected by the Customer at the their expense.
4.5 The term “ex-factory” refers to the goods being provided for collection by the Customer from our Thomastown premises.
4.6 It is the responsibility of the Customer to check the Goods prior to, or at the time of loading, for any defects such as, but not limited to, cracks and scratches, as no claims will be recognised or accepted once the Goods have left our premises.
4.7 Deliveries will generally be conducted between 8.30am and 4.00pm. Monday to Friday. Deliveries outside of these hours may be organised at the discretion of Peraway, however if deliveries are required to be made to the Customer by set appointment, then a delivery surcharge will apply.
4.8 The Customer acknowledges that Peraway shall not accept any responsibility for any damage that may arise during the installation of any Goods installed by the Customer’s contractor.
4.9 The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged, then Peraway shall be
entitled to charge a reasonable fee for redelivery and/or storage.
4.10 Any time or date given by Peraway to the Customer is an estimate only.
Peraway shall not be liable for any loss or damage whatsoever
due to a failure by Peraway to deliver the Works or Goods (or any
part of them) promptly or at all where due to circumstance beyond the reasonable control of Peraway such as adverse weather conditions and/or supply of Goods by a Third Party supplier.
4.11 Peraway may deliver the Goods or Works by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the dates specified by Peraway.
4.12 Where the Customer specifically requests Peraway leave Goods outside Peraway’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall always be left at the sole risk of the Customer and it shall be the Customer’s responsibility to ensure the Goods are adequately insured. In the event that such Goods are lost, damaged, or destroyed after they have been left at a location nominated by the Customer, irrespective of whether it is attended to or not, then replacement of the Goods shall be at the Customer’s expense.
4.13 The Customer must inspect all Goods on delivery (or the Works on completion) and must within seven (7) days of delivery notify Peraway in writing of any evident defect/damage, shortage in quality, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods/Works as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow Peraway to inspect the Goods or review the Works provided.
4.14 No claims will be recognised by Peraway once the Customer has processed the Goods, by way of cutting or any other means, where the defect should have been evident prior to processing.
4.15 In the event that the Customer cancels the delivery or Works, the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Peraway as a direct result of the cancellation (including but not limited to any loss of profits).
5.1 Until full payment has been made for all Goods, and any other sums in any way outstanding from the Customer to Peraway from time to time:-
5.1.1 All sums outstanding become immediately due and payable by the Customer to Peraway if the customer makes default in paying any other sums due to Peraway, becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgement entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.
5.1.2 The property in the Goods shall not pass to the Customer and the Customer shall not hold the Goods as bailee for Peraway (returning the same to Peraway on request). The Goods shall nevertheless be at the risk of the Customer from the time of delivery/supply and the Customer must insure the Goods from the time of delivery/supply.
5.1.3 The Customer is only authorised to sell the goods (or any portion of them) to third parties as the fiduciary agent of Peraway provided that there shall be no right to any liability to such third party by contract or otherwise. All payments (direct or
S:\Peraway Marble (Aust) Documents\PMA Terms of Trade(V2).docx
indirect) received from such third parties by the Customer for the Goods (or any portion of them) shall be held on trust for Peraway pursuant to the fiduciary relationship.
5.1.4 In the event that the Customer incorporates or transforms the Goods (or any portion of them)into any other goods or products produced by the Customer (or third party), then the Customer must hold a proportion of any payment (“relevant proportion”) received by the Customer for such for such goods or products on trust for Peraway. The Customer expressly acknowledges that the relevant proportion shall be equal to the dollar value of the Goods incorporated or transformed and the Customer further acknowledges that any part payment (not exceeding the relevant proportion) received by the Customer for such goods or products is received as payment first of the relevant proportion.
5.1.5 Peraway is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of the Customer and to act on its behalf, if necessary, to recover possession of the Goods without liability for trespass or any resulting damage.
5.2 In addition to any lien to which Peraway may, by statute or otherwise, be entitled, Peraway shall in the event of the Customer’s insolvency, bankruptcy or winding up, be entitled to a general lien over all property or goods belonging to the Customer in Peraway’s possession (although all or some of such property or goods may have been paid) for the unpaid price of any Goods sold or delivered to the Customer under this or any other contract.
6.Payment, Sett Off, Claims, Counterclaim, & Cancellations
6.1 No cancellations or partial cancellation of an order by the Customer shall be accepted by Peraway unless it has first consented in writing to such cancellation or partial cancellation and unless a cancellation change has been paid which, as determined by Peraway, will indemnify Peraway against all loss, without limitation. Cancellation will not be accepted on goods that are not regular stock which are in the process of manufacture or ready for shipment.
6.2 All claims, complaints or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with the Customer’s purchase order must be submitted by the Customer to Peraway in writing within seven (7) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, the Customer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with the Customer’s purchase order.
6.3 Except to the extent that the Customer has a right of set off granted by law which cannot be excluded by agreement (such under the consumer credit legislation and Fair Trading and the Competition and Consumer Act 2010), the Customer must pay to Peraway the amount owing in full without set off, counter claim or deduction.
6.4 To the extent consumer credit legislation does not apply, Peraway may, at any time, without further authority then this agreement, despite any other provisions of this agreement or another arrangement and without prior notice to the Customer;
i Set off against the amount owning any money Peraway owes the Customer;
ii Elect not to pay the Customer any money Peraway owes the Customer if there is no amount owing;
6.5 The Customer or Peraway are, at any time, compelled by law to deduct or withhold any amount (including taxes) from any payment of any amount owning, the Customer must indemnify Peraway from that amount and pay concurrently to Peraway such additional amounts as will result in payment to Peraway of the full amount which would have been received if no deduction or withholding had been made.
6.6 In any action proceedings by Peraway against the Customer to enforce payment of the whole or any part of the amount owning, to enforce any term of the agreement or obligation or liability on the Customer’s part under this agreement, the Customer covenants and agree that the Customer will not:
i raise or plead any set off, whether in law or in equity.
ii bring any counter claim or cross proceedings, and
iii otherwise seek to litigate the same proceedings, claim, cause of action or demand or cross-demand against Peraway and nothing in this clause shall be construed as in any way affecting or prejudicing your rights to
iv Institute separate proceedings against Peraway in another Court or competent jurisdiction; or
v peruse any other right, relief or remedy which may not lawfully be excluded by contract.
7.1 No warranties except those implied and that by law cannot be excluded are given by Peraway in respect of Goods supplied. Where it is lawful to do so, the liability of Peraway for a breach of a condition or warranty is limited to the repair or replacement of the Goods, the supply of equivalent Goods, the payment of the cost of repairing or replacing the Goods or acquiring equivalent Goods, as determined by Peraway.
7.2The Customer acknowledges and warrants that it has relied on its own skill and judgement or, alternatively, on the skill and judgement of tradesmen and professional advisors retained by it to provide advice and assistance on the suitability of the Goods for specific purposes and procedures and, in this respect, shall indemnify Peraway from and against any suit, claim, demand or compensation which, but for these Terms, the Customer may have had against Peraway.
7.3 The Customer warrants to Peraway that it is purchasing Goods as the principal and not as an agent.
8.Returns and Rectifications
8.1 Where Goods are sold ex-factory, that is to say that the Customer has arranged their own transport, should the Goods require rectification for any reason whatsoever, without exception, the Customer must return the Goods to the point of collection, and then arrange collection when such rectification works have been done.
8.2 Returns are only accepted by prior written arrangement.
8.3 The return of the Goods is subject to the same stocks being held, that is to say, if stocks of that product or batch have been exhausted, then returns will not be accepted, even though there is prior written arrangement.
8.4 Returned Goods must be in there original undamaged and unsoiled packaging.
8.5 In the case of packaged tiles, the sealing tape must be intact.
9. Communication of Dimensions
9.1 Where dimensions are provided by the Customer, they are to be communicated in writing. In the event that the Customer chooses not to communicate them in writing, then Peraway will not be responsible for an errors or omissions, and will bear no responsibility for any miscommunication or error related to verbally communicated dimensions or instructions.
10.1 The following credit card fees apply to all transactions;
i Mastercard 2.5%
ii Visa 2.5%
iii. American Express 3.0%
11.1 A quotation is valid for thirty (30) days, provided that the stock on which the quotation is based on is still available within the 30 day quotation validity period.
11.2 A change in dimensions or in the scope of works as originally quoted shall be grounds for Peraway to revise the quotation.
12.1 Suitable templates, according to the specification provided by Peraway must be provided by the Customer should Peraway request such template. It is standard procedure for templates to be requested for, but not limited to, kitchen bench tops, vanity tops, counter tops, bath surrounds and other items that are not square. Substrates are not acceptable as templates. The templates must be the full finished size of the stone required including all cut outs.
12.2 During the installation process it is possible that there will be a certain amount of unavoidable dust generated. Even though a vacuum may be used, it is not possible to collect all the dust during the grinding process. It is therefore advised that the Customer cover or remove any items or areas that the Customer would like to remain dust free.as we do not carry drop sheets or protective sheets of any kind.
12.3 Where cut outs are left on site after an installation, Peraway shall not be responsible for their safe keeping.
12.4 All basins, sinks, hot plates and other fixtures or appliances for which Peraway has cut to suite must be available on site so that they can be inserted into their respective cut outs and checked. If these are not available on the day of installation and a return trip is required to adjust a cut out, there will be a charge involved, and the charge will need to be settled before staff are sent out to carry out the rectification.
12.5 Where finished goods are suppled as ex-factory or delivery only and there are cut outs involved. Peraway shall determine if it is feasible to make the cut out all the way through. In the event that Peraway assess the situation to be unfeasible to complete the cut out, then this shall be done by the party that the Customer has engaged to effect the installation or by the Customer themselves.
12.6 Production time varies with workload as well as other unforeseen circumstances such as staff absenteeism and machinery breakdowns, therefore delivery dates are indicative only.
12.7 All plumbing and electrical fixtures must be installed, uninstalled, disconnected and connected by the appropriate licenced trade.
12.8 Unless specifically noted on contract, adjoining pieces will not necessarily be matching vein or bookleafed.
12.9 Peraway reserves the right to change the Price:
i. if a variation to the Goods which are supplied is requested;
ii if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
iii. where additional Works are required due to the discovery of hidden or
unidentifiable difficulties (including, but not limited to, hard rock barriers below the surface, alterations in joinery or hidden pipes or wiring in walls or benches) which could not reasonably be discovered prior to the commencement of the Works; or
iv. in the event of increases to Peraway in the cost of labour or materials
which are beyond Peraway’s control.
12.10 Where Peraway is required to install the Goods, the Customer warrants that the structure of the premises or equipment or joinery in or upon which the Goods are to be installed or erected is sound and will sustain the installation and work incidentalthereto and Peraway shall not be liable for any claim, demands, losses, damage, costs and expenses however caused or arising in connection with the installation and work incidental thereto.
12.11 The Customer shall ensure that Peraway has clear and free access to the work site at all times to enable it to undertake the works. Peraway and its employees, agents, contractors and other authorised representatives shall not be liable for any loss or damage to the site (including, without limitation, change to pathways, driveways, and concreted or paved or greased areas).
13. Working of Third Party Materials
13.1 In the event that Peraway is engaged to perform any service or work whatsoever on materials that have been provided by the Customer to Peraway, and whilst those Goods are in the possession and or care of Peraway or any of its authorised or unauthorised subcontractors or transport firms, that should the Customer’s Goods suffer any loss or damage of any nature, without exception, Peraway shall not be held liable nor shall the Customer seek or make any claims for compensation, monetary or otherwise, against Peraway.
13.2 For Goods that are supplied by the Customer that are required to be edged, cut, re-cut, polished, re-polished, holes drilled or any other type of work being required, in the event that any error is made in any of these processes by Peraway, the Customer shall not seek or make any claims for compensation, monetary or otherwise, against Peraway.
13.3 Where Peraway is engaged by the Customer to carry out works or services to
in situ Goods at the Customers premises, should Peraway damage or make an error whilst carrying out such works, the Customer shall not seek or make any claims for compensation, monetary or otherwise, against Peraway.
15. Material Variations & Charateristics
15.1 All Goods supplied by Peraway, natural or man made, are subject to either natural variation or production variations. By the Customer entering into any contract with Peraway, the Customer acknowledges that, shade, vein, background colour etc, are all variable and are beyond the control of Peraway and the Customer shall not make any claim, monetary or otherwise, in respect thereof against Peraway, nor shall the Customer withhold payment or refuse to accept the Goods.
15.2 The Goods supplied by Peraway are natural, and as such, are subject to natural flaws. In most materials these could appear as, but are not limited to, open veins, fractures, holes or pitting. These are normal in a wide range of Goods and the Customer shall not make any claim, monetary or otherwise, in respect thereof against Peraway, nor shall the Customer withhold payment or refuse to accept the Goods. In particular coloured marbles, onyx and quartzite are prone to these natural flaws.
15.3 It is also not uncommon for Goods to be resined in order to assist with strengthening their flaws. This resining may or may not be visible. This is a normal part of processing and such repairs etc. shall not be deemed to make the Goods defective, therefore no claims raised by the Customer, monetary or otherwise, will be recognised by Peraway, nor shall the Customer withhold payment or refuse to accept the Goods.
15.4 Some Goods are fragile and during processing either overseas or locally may require that they undergo repairs. In such cases no claims raised by the Customer, monetary or otherwise, will be recognised by Peraway, nor shall the Customer withhold payment or refuse to accept the Goods.
15.5 All marbles and limestones are effected by acidity, such as vinegar and lemon juice. These substances will cause etching, that is to say that the shine will be removed. This is not a defect but a natural occurrence with these Goods. Even though the goods may be treated by a penetrating sealer, there is no penetrative sealer effective against acid etching.
15.6 Oil will generally make most natural stones go darker.
15.7 All slabs are sold unsealed, it the responsibility of the fabricator to seal the finished item.
15.8 Because the Goods being supplied are natural, therefore there chemical and physical composition is not consistent, which means that even though the Goods may be treated with a sealer, the sealers effectiveness cannot be guaranteed.
15.9 Quartzites, which are also a natural product, unlike marble or granites, have varying characteristics. Some are equal in hardness to granite, some are less hard than granite but more hard than marble, and some have a hardness equal to that of marble. Some quartzites have excellent acid resistance, some have a mediocre degree of acid resistance and others have no acid resistance, as does marble.
16.1 The industry thickness tolerance is as follows;
i 20mm slabs +/- 2mm
ii 30mm slabs +/- 3mm
iii 40mm slabs +/- 4mm
iv 10mm tiles +/- 1mm
17.1 If the Customer is unfamiliar with any terms or phrases within the quotation or the contract, it is the Customer’s responsibility to seek clarification.
17.2 Deposits are not refundable after 24hours. If the Customer changes their mind after the 24 hour period, they are to proceed with the full purchase of the Goods or Customer then forfeits their deposit.
17.3 Once the deposit has been paid, the balance is due within 30 days of the invoice date or prior to the collection of the Goods, whichever occurs first.
17.4 If the balance is not paid as described in 17.3, then the Customer will forfeit their deposit and the goods.
17.5 Goods will be held for a maximum of 60 days after the final payment is received as described in 17.3, unless other prior written arrangements have been made. If the Goods are not collected within that 60 day period, then the Customer shall be liable for the cost of storage at the rate of $25 per slab per week or $30 per pallet per week, and the Goods will not be released until all storage charges are paid for in full.
17.6 In the case of imported goods, the Customer understands and accepts that the product being purchased is natural, and that Peraway has no control over any variation, colour, shade, veining or any other parameter related to the product, and the Customer shall not make any claim against the Goods or refuse to accept the Goods..
17.7 Goods are not considered sold or held by the Customer until the Customers deposit has been received.
18.1 The Customer agrees for Peraway to obtain from a credit reporting agency a
credit report containing personal credit information about the Customer in relation to credit provided Peraway.
The Customer agrees that Peraway may exchange information about the Customer with those credit providers either named as trade referees by the
Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
i.To assess an application by the Customer; and/or
ii. To notify other credit providers of a default by the Customer; and/or
iii. To exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
iv. To assess the creditworthiness of the Customer. The Customer understands that the information exchanged can include anything about the Customer’s creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
18.3 The Customer consents to Peraway being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1) (h) Privacy Act 1988)
18.4 The Customer agrees that the personal credit information provided may be used and retained by Peraway for the following purposes
(and for other purposes as shall be agreed between the Customer and Peraway or required by law from time to time):
i. The provision of works; and/or
ii. The marketing of works by Peraway, its agents, or distributors; and/or
iii. Analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of works; and/or
iv. Processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer ; and/or
v. Enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Works.
18.5 Peraway may give information about the Customer to a credit reporting agency for the following purposes:
i. To obtain a consumer credit report about the Customer;
ii. Allow the credit reporting agency to create or maintain a credit information file containing information about the Customer;
18.6 The information given to the credit reporting agency may include:
i. Personal particulars (the Customers name, sex, address, previous addresses, date of birth, name of employer and drivers licence number);
ii. Details concerning the Customer’s application for credit or commercial credit and the amount requested;
iii. Advice that Peraway is a current credit provider to the Customer;
iv. Advice of any overdue amounts loan repayments and/or any outstanding moneys owing which are overdue by more than sixty (60) days, and for which debt collection action has commenced;
v. That the Customer’s overdue accounts, loan repayments and/or any
outstanding moneys are no longer overdue in respect of any default that
has been listed;
vi. Information that, in the opinion of Peraway the Customer has committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with the Customers credit obligations);
vii. Advice that cheques drawn by the Customer for one hundred dollars ($100.00) or more, have been dishonoured more than once;
viii. That credit provider to the Customer by Peraway has been paid or otherwise discharged.
19. Personal Property Security Act.
19.1 In this additional provision, ‘PPSA’ means the Personal Property
Securities Act 2009 (Cth).
19.2In this agreement, the definition of Peraway’s installations means
any goods provided or sold by Peraway, other than land or fixtures.
19.3 Expressions used in this additional provision that are defined in the
PPSA have the meanings given to them in the PPSA.
19.4 Peraway may, at any time, register a financing statement with
respect to any security interest arising out of or evidenced by this agreement over any or all of
i. the Peraway’s goods sold and delivered,
ii. any security deposit provided by the Customer,
that are personal property, and must identify the property affected by the financing statement in the free text field of the statement. The customer waives the right to receive notice under section 157(1) of the PPSA.
19.5 The Customer must sign any documents and do anything necessary
to enable Peraway to register the statements referred to in the preceding sub-clause and to enforce its rights and perform its obligations under this clause and the PPSA. In particular, if the Customer is a natural person, the Customer must provide Peraway with the Customer’s date of birth and a certified copy of a Victorian driver’s licence (or other evidence acceptable to Peraway) to confirm the Customer’s date of birth. Peraway must keep the Customer’s date of birth and any evidence provided for confirmation secure and confidential.
19.6 The Customer must not register, or permit to be registered, a
financing statement in favour of any person other than Peraway, with respect to any security deposit provided by the customer or any of Peraway’s goods and materials.
19.7 The Customer must pay Peraway’s reasonable expenses and legal
costs in respect of anything done or attempted by Peraway in the exercise of its rights or performance of its obligations under this provision of the PPSA, except Peraway’s costs of registering a financing statement under paragraph (d) which are to be borne by Peraway.
19.8 In accordance with subsection 27S(6)(a) of the PPSA, the parties
agree that neither of them will disclose information of the kind mentioned in sub section 275(1) of the PPSA.
19.9 Subject to any requirement to the contrary in the PPSA, notices
under this additional provision or the PPSA may be served in accordance with Clause 5
20. Security & Charge.
The Customer is agreeable to treating this agreement as a charge over any real estate that the Customer or its guarantor is the registered proprietor which entitles Peraway to lodge a caveat or mortgage over their property to the value of the goods or services sold or provided.
21. Governing Law & Jurisdiction
21.1 This agreement is governed by the Law of Victoria
21.2 Each party irrevocably submits to the nonexclusive jurisdiction of the courts of
22.1 A notice or other communication required or permitted to be given by one party to another must be in writing and:
i delivered personally;
ii sent by pre-paid mail to the address of the addressee specified in this Deed; or
iii sent by facsimile transmission to the facsimile number of the addressee with acknowledgment of receipt from the facsimile machine of the addressee.
22.2 A notice or other communication is taken to have been given (unless otherwise proved):
I if mailed, on the second Business Day after posting; or
ii if sent by facsimile before 4 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
22.3 A party may change its address for service by giving notice of that change in writing to the other parties.