TNT Security - TERMS & CONDITIONS OF TRADE

Definitions

- "T&T Security" or "Seller" shall mean TNT Security and its successors and assigns.
- "Buyer" shall mean the buyer or any person or entity or TNT Security acting on behalf of and with the authority of the buyer.
-"Guarantor" means that person, or persons, or entity that agrees herein to be liable for the debts of the Buyer if a Limited
Liability Buyer on a principal debtor basis.
-"Goods" shall mean Goods supplied by the TNT Security to the Buyer (and where the context so permits shall include any supply of
Services as hereinafter defined).
-"Services" shall mean all services supplied by the TNT Security to the Buyer and includes any advice or recommendations (and where
the context so permits shall include any supply of Goods as defined supra).
-"Price" shall mean the cost of the goods as agreed between the TNT Security and the Buyer subject to clause 4 of this contract.

Acceptance

- Any instructions received by the TNT Security from the Buyer for the supply of Goods shall constitute acceptance of the terms and
conditions contained herein. Upon acceptance of these terms and conditions by the Buyer the terms and conditions are irrevocable
and can only be rescinded in accordance with these terms and conditions or with the written
consent of the manager of the TNT Security.
- None of the TNT Security's agents or representatives are authorised to make any representations, statements, conditions or
agreements not expressed by the manager of the TNT Security in writing nor is the TNT Security bound by any such unauthorised statements.

Goods

-The Goods shall be as described on the invoices, quotation, work authorisation, sales order or any other work commencement
forms as provided by the TNT Security to the Buyer.
 

Price And Payment

- At the TNT Security sole discretion;
(a) The Price shall be as indicated on invoices provided by the TNT Security to the Buyer in respect of Goods supplied.
(b) The Price of the Goods shall be the TNT Security's quoted Price, which shall be binding upon the TNT Security provided that the Buyer
shall accept ether verbaly or in writing the TNT Security's quotation within 28 days.
- The TNT Security may by giving notice to the Buyer at any time up to 7 days before delivery increase the Price of the Goods to
reflect any increase in the cost to the TNT Security which is due to factors occurring after the making of the agreement of sale which
are beyond the reasonable control of the TNT Security (including, without limitation, foreign exchange fluctuations, taxes and duties
and the cost of labour, materials and other manufacturing costs).
- At the absolute discretion of the TNT Security a deposit may be required on the confirmation of an order/acceptance of quotation.
The deposit amount shall be 30% of the price of the Goods.
-Time for payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other order forms.
If no time is stated then payment shall be due on delivery of the Goods.
- Payment will be made by cash, or by cheque, or by bank cheque, or by direct, or by any other method as agreed to between the -
The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent
that such taxes are expressly included in any quotation given by the TNT Security

Return of Goods

- Except as provided in this clause, the Buyer is not entitled to return the Goods to the TNT Security for any reason.

Repairs and Replacements

The TNT Security does not undertake that repair facilities and parts will be available for the Goods. The TNT Security will not be
liable to repair any defective Goods and at the TNT Security's own discretion may:
(a) notify the manufacturers of the Goods of any defect notified by the Buyer; and
(b) request the manufacturers to repair or replace any defective Goods.

Warranty

- The warranty shall be unless otherwise specified for a period of 12 months from the installation date. The Warranty shall be
the current warranty provided by the manufacturer of the Goods. The TNT Security shall be under no liability whatsoever except for the
express conditions as detailed and stipulated in the manufacturers warranty.
Any workmanship provided by the TNT Security shall be covered by a 12-month warranty.
- The warranty shall become invalid if the Goods have not been installed in accordance with the TNT Security directions /
instructions.

The Commonwealth Trade Practices Act 1974 and Fair Trading Acts

- Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Commonwealth
Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia,
except to the extent permitted by those Acts where applicable.
 

Default & Consequences of Default

-Interest on overdue invoices shall accure from the date when payment becomes due daily until the date of payment at a rate of
2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
-If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the TNT Security from and against all the
TNT Security's costs and disbursements including on a solicitor and own client basis and in addition all of costs of collection from debt colleting companies.
- If any account remains unpaid at the end of the second month after supply of the Goods or Services the following shall apply:
An immediate amount of $45.00 shall be levied for administration fees and shall become immediately due and payable.
12.4 Without prejudice to any other remedies the TNT Security may have, if at any time the Buyer is in breach of any obligation
(including those relating to payment), the TNT Security may suspend or terminate the supply of Goods to the Buyer and any of its other
obligations under the terms and conditions. The TNT Security will not be liable to the Buyer for any loss or damage the Buyer suffers
- In the event that:
(a) any money payable to the TNT Security becomes overdue, or in the TNT Security's opinion the Buyer
will be unable to meet its payments as they fall due; or
(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or
enters into an arrangement with creditors, or makes an assignment for the benefit of
its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed
in respect of the Buyer or any asset of the Buyer; then (i) the TNT Security shall be entitled to cancel all or any part of any order
of the Buyer which remains unperformed in
addition to and without prejudice to any other remedies; and
(ii) all amounts owing to the TNT Security shall, whether or not due for payment, immediately become payable.

Title

- It is the intention of the TNT Security and agreed by the Buyer that property in the goods shall not pass until:
(a) The Buyer has paid all amounts owing for the particular Goods; and
(b) The Buyer has met all other obligations due by the Buyer to the TNT Security in respect of all contracts between the TNT Security and
the Buyer, and that the Goods, or proceeds of the sale of the Goods, shall be kept separate until the TNT Security shall have received
payment and all other obligations of the Buyer are met.
- It is further agreed that:
(a) The Buyer shall not deal with the money of the TNT Security in any way, which may be adverse to the TNT Security.
(b) Until such time as ownership of the Goods shall pass from the TNT Security to the Buyer the TNT Security may give notice in
writing to the Buyer to return the Goods or any of them to the TNT Security. Upon such notice the rights of the Buyer
to obtain ownership or any other interest in the Goods shall cease.
(c) If the Buyer fails to return the Goods to the TNT Security then the TNT Security or the TNT Security's agent may enter upon and into
land and premises owned, occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the
Goods are situated and take possession of the Goods, without being responsible for any damage thereby caused.
(d) The Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the
property of the TNT Security.
(e) The TNT Security may require payment of the Price or the balance of the Price due together with any other amounts due from the
Buyer to the TNT Security arising out of these terms and conditions, and the TNT Security may take any lawful steps to require payment of
the amounts due and the Price.
(f) The TNT Security can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the
Goods may not have passed to the Buyer.

Security And Charge

- Notwithstanding anything to the contrary contained herein or any other rights which the TNT Security may have howsoever:
(a) Where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both
the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land,
realty or any other asset to the TNT Security or the TNT Security's nominee to secure all amounts and other monetary obligations payable
under the terms and conditions. The Buyer and/or the Guarantor acknowledge and agree that the TNT Security (or the TNT Security's nominee)
shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary
obligations payable hereunder have been met.
(b) Should the TNT Security elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or
Guarantor shall indemnify the TNT Security from and against all the TNT Security's costs and disbursements including legal costs on a
solicitor and own client basis.
(c) To give effect to the provisions of clause [14.1 (a) and (b)] inclusive hereof the Buyer and/or the Guarantor (if any) do
hereby irrevocably nominate constitute and appoint the TNT Security or the TNT Security's nominee, namely EC Credit Control Pty Limited as
the Buyer's and/or Guarantor's true and lawful attorney to execute mortgages and charges (whether
registrable or not) including such other terms and conditions as the TNT Security and/or EC Credit Control Pty Limited shall think fit
in his/her/its/their absolute discretion against the joint and/or several interest of the Buyer and/or the Guarantor in any
land, realty or asset in favour of the TNT Security and in the Buyer's and/or Guarantor's name as may be necessary to secure the said
Buyer's and/or Guarantor's obligations and indebtedness to the TNT Security and further to do and perform all necessary and other acts
including instituting any necessary legal proceedings, and further to execute all or any documents in the TNT Security's absolute
discretion which may be necessary or advantageous to give effect to the
provisions of this clause.
 

Cancellation

- The TNT Security may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods are delivered by
giving written notice. The TNT Security shall not be liable for any loss or damage whatever arising from such cancellation.
16. Privacy Act 1988
-The Buyer and/or the Guarantor/s agree for the TNT Security to obtain from a credit-reporting agency a credit report containing
personal credit information about the Buyer and Guarantor/s in relation to credit provided by the TNT Security.
- The Buyer and/or the Guarantor/s agree that the TNT Security may exchange information about Buyer and Guarantor/s with those credit
providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the
following purposes:
(a) To assess an application by Buyer;
(b) To notify other credit providers of a default by the Buyer;
(c) To exchange information with other credit providers as to the status of this credit
account, where the Buyer is in default with other credit providers; and
(d) To assess the credit worthiness of Buyer and/or Guarantor/s.
- The Buyer consents to the TNT Security being given a consumer credit report to collect overdue payment on commercial credit (Section
18K(1)(h) Privacy Act 1988).
- The Buyer agrees that Personal Data provided may be used and retained by the TNT Security for the following purposes and for other
purposes as shall be agreed between the Buyer and TNT Security or required by law from time to time:
(a) provision of Goods & Services;
(b) marketing of Goods and or Services by the TNT Security, its agents or distributors in relation to the Goods and Services;
(c) analysing, verifying and/or checking the Buyer's credit, payment and/or status in relation to the provision of Goods or
Services;
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and
(e) enabling the daily operation of Buyer's account and/or the collection of amounts outstanding in the Buyer's account in
relation to the Goods and Services.
- The TNT Security may give, information about the Buyer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Buyer; and or
(b) allow the credit reporting agency to create or maintain a credit information
file containing information about the Buyer.
 

Buyers Disclaimer

- The Buyer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising
out of any misrepresentation made to him by any servant or agent of the TNT Security and the Buyer acknowledges that he buys the Goods
relying solely upon his own skill and judgement and that the TNT Security shall not be bound by
nor responsible for any term, condition, representation or warranty given in respect of Goods other than the warranty given by
the Manufacturer which warranty shall be personal to the Buyer and shall not be transferable to any subsequent Buyer.
 

Unpaid Goods TNT Security rights to dispose of Goods

- In the event that:
(a) the TNT Security retains possession or control of the Goods; and
(b) payment of the Price is due to the TNT Security; and
(c) the TNT Security has made demand in writing of the Buyer for payment of the Price in terms of this agreement; and
(d) the TNT Security has not received the Price of the Goods,
then, whether the property in the Goods has passed to the Buyer or has remained with the TNT Security, the TNT Security may dispose of the
Goods and may claim from the Buyer the loss to the TNT Security on such disposal.
- Where the TNT Security has designed or drawn Goods for the Buyer, then the copyright in those designs and drawings shall remain
vested in the TNT Security, and shall only be used by the Buyer at the TNT Security's discretion.
- Conversely, in such a situation, where the Buyer has supplied drawings, the TNT Security may look for an indemnity for the
specifications and designs of the Goods (including the copyright, design right or other intellectual property in them) shall as
between the parties be the property of the TNT Security. Where any designs or specifications have been supplied by the Buyer for
manufacture by or to the order of the TNT Security then the Buyer warrants that the use of those designs or specifications for the
manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.
- The Buyer warrants that all designs or instructions to the supplier will not cause the supplier to infringe any patent,
registered design or trademark in the execution of the Buyers order.
 

General

- If any provision of these terms and conditions shall be invalid, void or illegal or unenforceable the validity existence,
legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- All Goods supplied by the TNT Security are subject to the laws of VIctoria and the TNT Security takes no responsibility for changes in the
- The TNT Security shall be under no liability whatever to the Buyer for any indirect loss and/or expense including loss of profit.
suffered by the Buyer arising out of a breach by the TNT Security of these terms and conditions.
- The Buyer shall not set off against the Price amounts due from the TNT Security.
- The TNT Security may license or sub-contract all or any part of its rights and obligations without the Buyer's consent.
- The TNT Security reserves the right to review these terms and conditions at any time and from time to time. If, following any such
review, there is to be any change in such terms and conditions, that change will take effect from the date on which the TNT Security
notifies the Buyer of such change.
- In the event of any breach of this contract by the TNT Security the remedies of the Buyer shall be limited to damages.
Under no circumstances shall the liability of the TNT Security exceed the Price of the Goods.