TERMS AND CONDITIONS FOR CREDIT APPLICATION

1. General

a. “Vexel” means Vexel Pty Ltd trading as Prior Packaging;
b. “Terms” means these trading terms and conditions;
c. “Customer” means the individual or entity who enters into the Terms and to whom Vexel will supply goods;
d. ‘Act’ means the Personal Property Securities Act 2009;
e. ‘Order’ means a purchase order submitted by the Customer in response to a quote by Vexel to provide goods (‘Quote’);
f. An Order placed by the Customer and goods supplied by Vexel will be subject to the Terms;
g. No amendment to the Terms will have any effect unless it is agreed in writing;
h. Notices must be in writing and be given by express post or email.

2. Quote and price

a. A Quote will expire after 30 days but may be accepted by an Order before that time;
b. If a Quote does not include the delivery cost of the goods, Vexel may charge an additional cost;
c. GST will be in addition to any price in a Quote unless otherwise stated;
d. Vexel reserves the right to amend a Quote prior to delivery of goods to take into account any rise or fall in the cost of the goods. The Customer will be notified of any amendment to a Quote as soon as practicable;
e. Where a Customer seeks a variation of an Order, Vexel may charge any additional cost which it has incurred or may incur on the variation.

3. Delivery of Goods

a. Unless otherwise agreed in writing, goods will be available for collection ex-works. In any other case, they will be deemed delivered upon arriving at:
i. the address appearing on any invoice for the goods;
ii. the Customers nominated delivery address or agent’s address; or
iii. the business address of the Customer’s nominated transport company;
b. Estimates of collection or delivery times are estimates only and any failure by Vexel to meet a timeframe requested by the Customer will not entitle the
Customer to cancel any order or refuse to collect or accept delivery of any Order;
c. Vexel is not liable for any loss or damage however caused if the Customer requests the goods be:
i. left unattended on site;
ii. delivered to an address different to the one nominated on the Order; or
iii. delivered to a freight forwarder.
4. Claim for refund or credits
a. Any claim for incorrect quantity, wrongful delivery and/or damaged goods must be notified by the Customer to Vexel within 2 business days after the goods have been collected or delivered, otherwise any claim for refund or credit may be denied;
b. If the Customer requests a refund or credit, Vexel in its discretion may arrange for collection of the goods and either:
i. replace the goods; or
ii. provide the Customer with a refund of the price of the goods.

5. Invoicing

a. Vexel will invoice the Customer upon or prior to collection or delivery of goods;
b. Vexel may invoice at any time for work in progress for any order.
6. Terms of Payment
a. Goods ordered during the month must be paid for in full within 30 days from the last day of the month in which they were ordered;
b. Vexel will have sole discretion as to the limit of any credit granted to the Customer;
c. Vexel reserves the right to vary the terms of payment and to require payment in cash in full prior to delivery should the credit worthiness of the Customer become, in Vexel’s opinion, unsatisfactory;
d. If the Customer must make a payment or do any other thing on or by a day that is not a business day, the Customer must make the payment or do the thing on or by the next business day.

7. Title and Risk

a. Title of goods will not pass to the Customer until payment has been received by Vexel in full and in cleared funds;
b. Risk in all goods supplied by Vexel shall pass to the Customer upon collection or delivery as per clause 3 above;
c. Where goods are supplied to the Customer without payment in full, the Customer:
i. Is a bailee of the goods.
ii. Must insure the goods for their full replaceable value and, if any of the goods are damaged or destroyed, must direct the insurer to make payment to Vexel of all insurance money payable in respect of the insurance claim made on the damaged or destroyed goods;
iii. Acknowledges that the Terms create a security interest under the Act in the goods and any proceeds of the sale of the goods;
iv. Irrevocably appoints Vexel to be its attorney to do all acts and things necessary to ensure the retention of title to goods including the registration of a ‘purchase money security interest’ under the Act;
v. Must be able upon demand to separate and identify the goods supplied;
vi. Must not allow any person to have or acquire any security interest in the goods;
vii. Agrees that Vexel may repossess the goods if payment is not made within the time stipulated on the invoice for the goods;
viii. Grants an irrevocable licence to Vexel or its agent to enter the Customer’s premises in order to recover possession of the goods and indemnifies Vexel for all costs so incurred and for any loss or damage which occurs as a result of the entry to the Customer’s premises.

8. Force Majeure

Vexel shall not be liable for losses, costs, damages and or expenses suffered by the Customer as a result of any delay or failure by Vexel to supply goods where such delay or failure is due to circumstances beyond its control.

9. Default of Trading Terms and Conditions

a. Default will occur if the Customer:
i. fails to pay any amount by the due date;
ii. fails to comply with the Terms;
iii. in the case of an individual, commits any act of bankruptcy;
iv. in the case of a company or trust;
1. passes a resolution for winding up;
2. enters into any arrangement with creditors;
3. a receiver, manager and/or administrator is appointed to any property or assets of the Customer;
b. In the event of default by the Customer under the Terms, all moneys owing to Vexel shall become immediately due and payable and Vexel may, without notice and in addition to any other rights it may have, suspend or cancel any credit account provided to the Customer and suspend any orders placed by the Customer;
c. By accepting payment of any sum after its due date, Vexel does not waive its right either to require payments as they fall due or to suspend or end the Terms and any arrangements;
d. Vexel may charge the Customer interest on any overdue amounts at the rate of 15% per annum.

10. Governing Law and Jurisdiction

The Terms shall be construed in accordance with the laws of the State of Queensland and the Customer submits to the non-exclusive jurisdiction of the courts at Brisbane in the State of Queensland.

11. Indemnity and warranty

a. The Customer is liable for and indemnifies Vexel against all losses, damages, costs (including legal costs on an indemnity basis) and expenses which Vexel suffers howsoever caused by reason of or in connection with:
i. the breach by the Customer of the Terms, or the exercise by Vexel of the rights, benefits and concessions conferred by the Terms; ii. any use of the goods other than in accordance with their intended or specified use; iii. personal injury or death of any person (including any employee of the Customer) in connection with the use of the goods; iv. damage to property in connection with the use of the goods; v. any act or omission of the Customer, its officers, employees or agents in relation to the goods. b. The Customer represents and warrants that all information and representations given to Vexel are true and correct and that it has not failed to disclose anything relevant to Vexel’s decision to have dealings with it and
that no court proceedings or disputes are current that may have an adverse effect on the Customer performing its obligations under the Terms.

12. Charge

By entering into the Terms, the Customer agrees to charge in favour of Vexel, all its estate and interest in any real or personal property which it have or may later acquire, with payment of all monies that it owes to Vexel, presently or into the future.

13. Consumer credit information

The Customer and the guarantors jointly and severally authorise Vexel to exchange information about the creditworthiness of either Vexel or the guarantors with any credit reporting agency at any time during the Terms.

GUARANTEE

1. The guarantor enters into this guarantee in consideration of Vexel supplying goods to the Customer.
2. The guarantor warrants that:
(a) Before execution of this guarantee, they have made such enquiries as they deem necessary to understand the full import of their responsibilities under this guarantee and, in particular, the financial impositions on them consequential on default by the Customer in performance of its obligations and payment of any money due under the Terms;
(b) They have satisfied themselves as to the financial position of the Customer and its capacity to comply with its obligations.
3. The guarantor guarantees and promises to Vexel the due and punctual performance of all the obligations of the Customer under the Terms and indemnifies Vexel against all losses, expenditures, costs and expenses of whatever nature suffered or incurred directly or indirectly by it in recovering any money owing as a result of default in such performance.
4. This guarantee and indemnity is continuing and irrevocable and the obligations of the guarantor are absolute and unconditional in all
circumstances and must continue notwithstanding that there is any change in the name, style, constitution or otherwise of the Customer.
5. This guarantee continues despite the payment of any part of the amount owing and despite any time or other concession or compromise extended by Vexel to the Customer or any other person.
6. This guarantee will not be affected by the neglect or omission of Vexel to enforce any of its rights in whole or in part or if the Customer dies or becomes of unsound mind or bankrupt or being a company goes into liquidation or any other obligation of the Customer for any reason becoming unenforceable in whole or in part.
7. This guarantee and indemnity is a principal obligation and is not to be treated as ancillary or collateral to any obligation to the intent that this guarantee and indemnity will be enforceable notwithstanding that any of the agreements and other obligations arising between Vexel and the Customer are in whole or part unenforceable for any reason.
8. Vexel need not first exercise its rights against the Customer or against the Customer’s charge before exercising its rights against the guarantor under this guarantee.

WEBSITE ORDERING TERMS

1. General

a. “Vexel” means Vexel Pty Ltd trading as Prior Packaging;
b. “Terms” means these website ordering terms;
c. “Customer” means the individual or entity to whom Vexel will supply goods;
d. ‘Order’ means an order placed by the Customer via Vexel’s website for goods to be supplied by Vexel and subject to the Terms;
e. ‘Price’ means the price for goods which is specified on the website; f. ‘Website’ means www.vexel.com.au;
g. No amendment to the Terms will have any effect unless it is agreed in writing;
h. Notices must be in writing and be given by express post or email.

2. Price

The Customer agrees to pay the price for the goods (including any delivery fees) at the time of placing the Order;

b. If Vexel’s price does not include the delivery cost of the goods at the time of the Order, Vexel may charge an additional cost;
c. GST will be in addition to any advertised price unless otherwise stated;
d. Where a Customer seeks a variation after having paid for the Order, Vexel may charge any additional cost which it has incurred or may incur on the variation; e. If Vexel elects not to accept an Order, then it will endeavour to promptly refund to the Customer any amounts paid by the Customer for the Order.

3. Delivery of Goods

a. Unless otherwise agreed in writing, goods will be available for collection ex-works. In any other case, they will be deemed delivered upon arriving at:

i. the address appearing on any invoice for the goods;
ii. the Customers nominated delivery address or agent’s address; or
iii. the business address of the Customer’s nominated transport company;

b. Estimates of collection or delivery times are estimates only and any failure by Vexel to meet a timeframe requested by the Customer will not entitle the Customer to cancel any order or refuse to collect or accept delivery of any order.

4. Claim for refund or credits

a. Any claim for incorrect quantity, wrongful delivery and/or damaged goods must be notified by the Customer to Vexel within 2 business days after the goods have been collected or delivered, otherwise any claim for refund or credit may be denied.
b. If the Customer makes a refund or credit, Vexel in its discretion may arrange for collection of the goods and either:

i. replace the goods; or
ii. provide the Customer with a refund of the price of the goods.

5. Risk

Risk in all goods supplied by Vexel shall pass to the Customer upon goods being made available for collection or being delivered as per clause 3 above.

6. Force Majeure

Vexel shall not be liable for losses, costs, damages and or expenses suffered by the Customer as a result of any delay or failure by Vexel to supply goods where such delay or failure is due to circumstances beyond its control.

7. Governing Law and Jurisdiction

The Terms shall be construed in accordance with the laws of the State of Queensland and the Customer submits to the non-exclusive jurisdiction of the courts at Brisbane in the State of Queensland.

8. Indemnity

a. The Customer is liable for indemnifies Vexel against all losses, damages, costs (including legal costs on an indemnity basis) and expenses which Vexel suffers howsoever caused by reason of or in connection with:

i. the breach by the Customer of the Terms, or the exercise by Vexel of the rights, benefits and concessions conferred by the Terms; ii. any use of the goods other than in accordance with their intended or specified use; iii. personal injury or death of any person (including any employee of the Customer) in connection with the use of the goods; iv. damage to property in connection with the use of the goods; v. any act or omission of the Customer, its officers, employees or agents in relation to the goods.