In these terms and conditions:

• • “Collateral” means all goods supplied by the Company to the Customer, or ordered by the Customer but not yet supplied, and includes goods described on any quotation, invoice, purchase order or any other document including any recommendations and advice and over which the Company may intend to register a Security Interest.
  • “Company” means Certex Lifting Pty Ltd (ACN 098 941 578)
  • “Customer” means any person or corporation who requests Goods and/or Services from the Company and if related, the Applicant in the Application for Credit Account and if the Customer is greater than one person, each of them jointly and severally.
  • “Goods” means any good/s and/or product/s supplied by the Company to the Customer.
  • “Proceeds” is the meaning given in the PPS Act.
  • “PPS Act” means the Personal Property Securities Act 2009 (Cth).
  • “Quotation” means any tax invoice and/or quotation issued by the Company containing the price of the Goods and Services to the Customer.
  • “Security Interest” means a security interest under the PPS Act and/or any other interest or arrangement of any kind that in substance secures the payment of money or the performance of an obligation, or that gives creditor priority over unsecured creditor in relation to any property.
  • “Services” means services supplied by the Company to the Customer.

These terms and conditions apply to all Goods and/or Services offered by the Company. Any reference/s to “we”, “us” and “our” means the Company. Any reference/s to “you” and “your” means the Customer.

• Completing a Credit Application does not infer that credit will be granted.
• In the event the Company grants the credit application, it reserves the right to refuse credit to any applicant at its discretion.
• The Company reserves the right to suspend or withdraw credit facilities at any time without notice at its discretion.
• A Quotation issued by the Company to the Customer is an offer from the Company to the Customer to enter a contract for the provision of the Goods and/or Services. The Customer may accept this offer:
• Expressly, either orally or (preferably) in writing; or
• By the Customer’s conduct in giving the Company further instructions in relation to this matter without first notifying the Company in writing that the Customer does not accept these Terms and Conditions.
• The Company has the right to amend this Quotation at any time before acceptance of the Quotation by the Customer.
• The Company may terminate this agreement, provided 30 days written notice is provided to the Customer. Such termination will not jeopardize the Company’s rights including the right to be paid or to recover the Goods and/or Services.
• If the Customer submits any other terms and conditions to the Company, whether with an order for Goods and/or Services, they are not agreed by the Company.

Unless otherwise agreed in writing by Certex Lifting, the Customer must pay for the Goods and/or Services at the time of order. Payments made before the goods are dispatched will be applied as a prepayment towards the order and applied to the order's invoice. All payments are to be made on or before the due date as a condition precedent to future deliveries or supplies under these Conditions or any other contract. If Certex Lifting must take steps or action to recover any amount due to it, the Customer will be responsible for all costs (as between solicitor and own client) and disbursements incurred by Certex Lifting in recovering the monies due. Accounts payments are not subject to any settlement discount.

• All Goods supplied by the Company shall be at the Customer’s risk from the time of on loading at the Company’s premises.
• The legal and equitable title of the Goods will not pass from the Company to the Customer until the Customer has paid all moneys owed to the Company on any account whatsoever.
• The Company reserves the right to enter upon any premises for the purposes of repossessing the Goods. The right to repossess is without prejudice to any other rights of recovery otherwise available.
• Until all Goods are paid for in full, the relationship of the Customer to the Company shall be as a fiduciary in respect to the Goods and accordingly, the Customer shall store the Goods in such a way that they can be recognised as the property of the Company and, if the Goods are sold by the Customer, the Company shall have the right to trace to proceeds thereof.

The Customer acknowledges that:

• The supply of the Goods under this agreement gives rise to a Security Interest in the Goods in favour of the Company being a Purchase Money Security Interest;
• the Company’s rights and interest in Proceeds derived from the Goods constitute a Purchase Money Security Interest in such Proceeds;
• Title in the Goods does not pass to the Customer until the purchase price for the Goods is taken to be fully and finally paid;
• If, notwithstanding paragraph (c), the Customer sells or otherwise disposes of the Goods before the purchase price for the Goods has been fully and finally paid, it does so as the Company’s fiduciary agent and the proceeds of such sale or other disposal are also property of the Company and are held by the Customer on trust for the Company.
• The Company may, at the Customer’s expense, register any Security Interest granted under this agreement on the Register in any manner it chooses. The Customer must provide the Company with any information it requires for the purposes of effecting such registration.
• Upon notice by the Company, the Customer agrees to take such steps as the Company reasonably requires to perfect and otherwise ensure the enforceability and first ranking priority of any Security Interest granted to it under this agreement.
• The Customer and the Company agree to contract-out of the PPS Act in accordance with section 115 of the PPS Act to the extent that the section applies for the benefit of, and does not impose a burden on, the Company.
• The Customer waives its right to receive a copy of any Financing Statement or any Financing Change Statement registered by the Company in respect of the security interest created by these terms and conditions.
• The Customer agrees to notify the Company of any change in the Customer’s structure or management including any sale or disposition of any part of the business of the Customer, any change in directorships, shareholders or management or change in partnership or trusteeship 7 days prior to any such change taking effect.
• The Customer agrees that, until all monies owing to the Company are paid in full, it shall not sell or grant any other Security Interest in the collateral.
• The Customer agrees to reimburse the Company for all costs and/or expenses incurred or payable by the Company in relation to registering, maintaining or releasing any financing statement or any other document in respect of any security interest under this agreement.

Orders will be available for collection by the Customer’s nominated carrier and at the Customer’s expense. If Certex Lifting agrees to deliver the Goods to the customer, the Customer acknowledges that it must pay a delivery charge as deemed reasonably necessary by Certex Lifting in its sole discretion. Delivery dates provided by Certex Lifting Pty Ltd are estimates only. Certex Lifting Pty Ltd will not be held accountable for late deliveries or loss or damage relating to late deliveries. Certex Lifting shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay or failure to deliver supply whether in whole or part.

Subject to any rights the Customer may have under the Australian Consumer law the Customer may only cancel orders or return Goods for credit with the prior written approval of Certex Lifting and any Goods specifically manufactured, processed, or purchased on behalf of the Customer, that meet the Customer’s specific request may not be returned. Unless the Customer is returning the Goods due to an error by Certex Lifting or because the Customer is entitled to do so under the Australian Consumer Law, Certex Lifting will charge the customer the restocking fee to return the Goods. The Customer must return the Goods in the same re-saleable condition as when they were originally sold and is responsible for any return costs incurred.

All warranties and certificates relating to goods supplied or repaired by Certex Lifting will be withheld if payment terms and conditions are not adhered to.

• Notwithstanding Retention of Title provision, the risk in Goods and/or Services purchased shall pass to the Customer upon delivery to the Customer or its agent or a carrier nominated by the Customer.
• If any of the Goods are damaged or destroyed prior to the title in them passing to the Customer, the Company is entitled, without affecting any other rights and remedies under any agreement, to any insurance proceeds payable for the Goods.

The liability of the Company to the Customer for any reason related to the performance of Goods and/or Services under this agreement shall be limited to the replacement or repair of the Goods or the amount paid or payable by the Customer in respect of the particular Goods and/or Services.

• GST maybe payable on certain supplies of Goods and/or Services.
• If prices of the Goods and/or Services do not expressly state that the prices include GST then the Customer will be liable to pay the Company the Goods and/or Services plus the GST amount.

The Company may suspend performance or cancel the Terms and Conditions without any liability, if the Customer breaches its terms or if the Customer’s business fails. The Customer’s business will be treated for the purpose as having failed if:

• The Customer makes any voluntary arrangement with its creditors;
• (being an individual or firm) the Customer becomes bankrupt;
• (being an individual or firm) the Customer becomes subject to an administration order;
• Any third party takes possession of, or enforces rights over any of the Customer’s property or assets under any form of security;
• The Customer stops or threatens to stop carrying on business; or
• The Company reasonable believes that any of the events mentioned above is about to occur and the Company notifies the Customer accordingly.

Any right of cancellation or suspension under this section is in addition to any rights available to the Company under the law of any relevant jurisdiction.

• The Company accepts no responsibility for changes in any law which may affect the supply of Goods and/or Services.
• The invalidity or unenforceability of any provision of these General Terms and Conditions shall not affect the validity or enforceability of the remaining provisions.
• The Customer acknowledges that all purchases are made relying solely upon the Customer’s own skill and judgment.

This contract shall be governed by the laws of the State, and the Customer submits to the non-exclusive jurisdiction of the Courts of that State.