1 CREDIT PROVISION TERMS
1.1 LE will notify the Member upon approval of the Credit Application of the details of the credit limit applied to the Member’s account with LE.
1.2 The Member must notify LE in writing of any change in the information provided in the Credit Application.
1.3 LE maintains the right to determine without notice the credit limit from time to time and such credit limit may be varied up, down or withdrawn at the discretion of LE or its insurer(s).
1.4 The term for credit provided by LE may vary from time to time at the sole discretion of LE.
1.5 If the Member wishes to place or fulfil a large customer order that is above its normal trade and would cause the Member to breach its credit limit terms (Exception Trading) the Member will need to apply for an Exception Trading limit increase at least 4 weeks in advance and this includes providing supporting documentation including the purchase order with the amount, the supplier details, proposed purchase and delivery dates and timing of payment to LE together with any other information LE requires.
1.6 LE reserves its right to reject any application for Exception Trading, acting reasonably, and where the Member does not submit the application for Exception Trading with the supporting documentation and within the specified time frame, LE may reject the request at its discretion.
1.7 LE has no responsibility to the Member, to any Guarantor or any signatory for any unauthorised use of the credit facility by any person or persons who reasonably appear to be the Member or the agent or authorised representative of the Member.
1.8 The Member must hold appropriate and adequate business insurance policies from a reputable insurer to cover all aspects of its trade and operations. LE may request copies of all current policies at any given time and the Member must promptly provide certificates of currency to LE following such request.
1.9 The Member must keep its LE account within the agreed payment terms including the credit limit and all LE invoices must be fully paid within 30 days of statement or such earlier date stated on the invoice.
2 DELIVERY
2.1 The Member must accept delivery of the goods ordered by the Member from Preferred Suppliers at the Member’s Store. LE is not involved in any way with the dispatch, delivery, or storage of goods to the Member, this must be arranged by the Member directly with the relevant supplier.
2.2 The Member will be responsible for all costs associated with delivery of the goods or as otherwise arranged with the Preferred Supplier.
2.3 The Member must provide reasonable and proper access to the Member’s Store for delivery.
2.4 The risk in the goods passes to the Member on delivery to the Member or into custody on the Member’s behalf provided that if the Member fails to accept delivery or requests a delay in delivery, risks to the goods will be borne by the Member from the time of such failure or request (as the case may be) and the Member indemnifies LE and the supplier from any claim, loss or expense whatsoever arising from the Member’s failure or request.
2.5 The Member is responsible for checking the goods at the time of delivery and to satisfy itself as to the accuracy of the delivery.
2.6 To the extent permitted by law, LE is not responsible for any problems, error, or delay with delivery, or any defective or damaged products, and, subject to the supplier entering into a supply agreement with LE which passes through the warranties in relation to the goods to the Member, the Member must address any such issue directly with the relevant supplier.
2.7 LE will assist the Member in resolving any dispute with a Preferred Supplier.
3 INVOICE & PAYMENT
3.1 LE will issue to the Member statements and invoices for the goods and services with payment terms as designated on the invoices. Each invoice will specify the goods and services and the total amounts payable by the Member to LE and the due date for payment.
3.2 The Member, by its acceptance of delivery of the goods and services adopts and accepts the trading terms set out in the invoice and these terms.
3.3 The Member must pay LE the amount specified in each invoice for all goods and services delivered in strict accordance with these terms.
3.4 The Member agrees that LE’s records are, in the absence of manifest error, prima facie evidence of the goods and services supplied to the Member.
3.5 The Member is liable to pay LE the amounts payable by the due date irrespective of whether the Member is able to collect payments from the Member’s customers.
3.6 Unless otherwise agreed to in writing by LE, the Member is responsible for dispatching bills to its customers and for collecting the amounts due to the Member.
3.7 The Member will pay LE in any manner acceptable to LE. If the Member elects to pay LE by credit card the Member authorises LE to debit the amounts due to LE from the supplied credit card automatically on the due payment date.
3.8 The Member agrees that LE will apply a charge for processing payment on a credit card at a rate that may vary from time to time and will be based on the type of payment to be processed. The rates charged will be set out in the rate schedule as notified by LE to the Member and will be based on LE’s costs for providing this service.
4 LATE PAYMENT
4.1 LE may, in LE’s absolute discretion, suspend the supply of all or part of one or more of the services provided to the Member and/or access to a supplier relationship if:
(a) the Member does not make a payment by its due date;
(b) the Member makes payments by credit card and the card expires; or
(c) LE is otherwise unable to debit the amounts due to the Members’ credit card.
4.2 Fees in relation to a service to be provided by LE will continue to accrue while the service is suspended and will be payable by the Member.
4.3 Without limiting any other right LE may have, the Member must pay LE interest on all overdue payments at the rate of 2% per month, compounded daily, from the due date until paid.
4.4 The charging of interest by LE on any amount outstanding after the due date is without prejudice to LE’s other rights howsoever arising.
4.5 Interest will not accrue on any unapplied credit notes in favour of the Member.
4.6 If the Member’s account has any outstanding invoices that are aged 61+ days, LE may automatically apply all outstanding credit notes of the Member to the oldest dated invoices.
4.7 If the Member’s account is outside the agreed terms, LE may request that the Member provide financial information, including profit and loss statements and full statement of financial affairs, in order for LE to determine appropriate course of action and the Member must promptly provide such information to LE.
4.8 If any event outside the control of the Member affects the ability of the Member to pay outstanding invoices to LE (including pandemic, quarantine, flood, fire earthquake, forces of nature, acts of war, terrorism), LE may at its sole discretion provide temporary relief on payment to the Member but without prejudice to the Member’s continuing obligation to pay the relevant invoices including interest at LE’s discretion.
5 DISPUTED INVOICES
5.1 In the event the Member does not agree with an invoice received from LE or intends on returning goods to the supplier, as acquired by the Member, the Member must:
(a) pay the non-disputed amount of the invoice by the due date;
(b) identify the reason for the disagreement or return of goods;
(c) locate any documentation substantiating the reasons (if applicable);
(d) if the Member disputes an invoice this must be done within 14 days of from statement date to resolve the issue with the supplier;
(e) complete the “disputed invoice/goods return notice” via the LE payment portal; and
(f) follow up directly with the original supplier to arrange a goods return and associated credit note or other relevant issues.
5.2 The Member acknowledges that it is the Member’s responsibility to resolve any invoice dispute with a supplier within fourteen (14) days from statement. After that time the invoice must be paid by the Member, and it will incur overdue fees of 2% per month, compounded daily for each day that it remains unpaid. The Member must notify LE if a supplier dispute is likely to carry on for a period greater than 45 calendar days, and in extraordinary circumstances LE may assist the Member in resolving the dispute.
5.3 The Member must immediately notify LE by email when the dispute has been resolved with the original supplier.
5.4 A credit will not be issued by LE without evidence of acceptance of the dispute resolution from the supplier.
5.5 The Member must pay the agreed portion of the disputed amount immediately on the dispute being resolved with the supplier.
6 SET OFF
6.1 The Member must pay all monies due to LE without deduction, set-off, withholding or counterclaim, as LE directs.
6.2 The parties agree that payments by the Member to LE shall be applied against the invoice specified by the Member with the payment and if not specified shall apply to the oldest dated invoices.
7 TAXES AND CURRENCY
7.1 The fees and other amounts payable by the Member unless stated otherwise are exclusive of taxes, duties, and charges, imposed or levied in Australia or overseas in connection with the supply of the services by LE to the Member including, but not limited to, goods and services tax (GST) and withholding tax but excluding income taxes.
7.2 The Member must pay any taxes, duties, or charges (including any new taxes, duties or charges imposed subsequent to the date of this Agreement) in respect of any goods or services supplied or payments made or to be made under this Agreement.
7.3 All payments made to LE must be in Australian dollars, unless expressly agreed otherwise in writing by LE.
8 RETENTION OF TITLE AND SECURITY INTEREST
8.1 Property in and title to the goods supplied to the Member remains with LE until the Member has paid LE both the purchase price for the goods and any other money that the Member may owe to LE at any time on any account.
8.2 The Member may sell or otherwise dispose of the supplied goods in the ordinary course of the Member’s business.
8.3 Where the Member disposes of the goods before payment to LE, the sale proceeds of such disposal are the property of LE and the Member holds the proceeds on trust for LE. Further, the Member, in disposing of the goods before payment to LE, does so as LE’s fiduciary agent.
8.4 In consideration of LE agreeing to supply the goods on credit, the Member grants to LE a security interest in the goods to secure the punctual payment of all amounts that are payable, owing but not payable, or that otherwise remain unpaid by the Member to LE at any time (Security Interest). This Security Interest is a charge.
8.5 LE may register its Security Interest and the Member agrees not to exercise its rights under the Personal Property Securities Act 2009 (Cth) (PPSA) to request LE to give it or any other person or entity any information of the kind mentioned in section 275(1) of the PPSA.
8.6 To the extent the law permits, the Member waives its right to receive any notice which would otherwise be required to be given to it by LE under any provision of the PPSA.
8.7 Any powers conferred on secured parties under the PPSA are implied in favour of LE but only to the extent that they are applicable to the goods supplied by LE and to the extent that they are not varied or modified by, or inconsistent with, these terms.
8.8 LE may enter the Member’s premises or elsewhere within business hours and seize any goods which have not been paid for by the due date without LE having to give notice to the Member and the Member waives the right to receive any statutory or PPSA notice.
9 EVENTS OF DEFAULT BY THE MEMBER
9.1 Each of the following is an event of default by the Member under this Agreement:
(a) the Member does not pay on time any amount payable under this Agreement or any other agreement with LE in the manner required;
(b) the Member breaches the provisions of clause 2.6 of this Agreement;
(c) distress is levied or a judgment, order, encumbrance or security interest is enforced, or becomes enforceable against any property of the Member or the goods;
(d) the goods or any part thereof is seized, forfeited, confiscated or attached or is in the opinion of LE in danger of being seized, forfeited, confiscated or attached;
(e) a representation or warranty made by the Member under or in connection with this Agreement is found to have been incorrect or misleading when made;
(f) the Member becomes Insolvent;
(g) the Member stops payment, ceases to carry on its business or a material part of it, or threatens to do either of those things except to reconstruct or amalgamate while solvent on terms approved by LE;
(h) there is, in the reasonable opinion of LE, a material adverse change in the business, assets or financial condition of the Member, or material change in the Member’s shareholding without the prior consent of LE or the Member, being an individual, dies;
(i) any insurance required under this agreement is cancelled or any insurer disclaims liability or LE receives notice that any such insurance will be cancelled or materially adversely modified and a fresh policy is not in effect before the expiration of the notice;
(j) the Member ceases to be lawfully able to carry on a business as a dealer in the goods;
(k) an event of default or any default (howsoever described) occurs under any other agreement the Member has with LE.
9.2 Upon the occurrence of an event of default:
(a) LE may terminate this Agreement immediately and declare any and all amounts owing by the Member to LE, directly or contingently, immediately due and payable without notice or demand; and
(b) LE can enter the premises where the goods are stored to inspect and/or seize the goods.
9.3 The Member agrees to pay all expenses of LE relating to the seizure or attempted seizure of the goods (whether such attempt is successful or not) by repossession or otherwise, or any action at law or otherwise for recovery of any goods or any amounts owing to LE including all legal expenses of LE upon a solicitor and client basis.
9.4 Where the PPSA applies to action taken by LE in relation to the goods, the Member waives its right to receive any notices required under section 95, 118, 121, 130, 132 or 135 of the PPSA.
10 PRIVACY
10.1 The Member and Guarantor authorise LE to share information obtained in connection with the supply of any goods or services to the Member to; LE’s agents, Related Companies, dealers, and contractors and in particular where required for the provision of services to the Member and in the context of LE ‘s ongoing relationships with Suppliers.
10.2 In certain other circumstances, LE is permitted by law to disclose the Member’s and Guarantor’s names, addresses and other details. This disclosure may be made in circumstances including but not limited to:
(a) law enforcement agencies to assist in the recovery of lost or stolen equipment;
(b) by court order; or
(c) purposes relating to the enforcement of the criminal law.
10.3 In accordance with the Privacy Act 1988 (Cth), the Member and each Guarantor and each signatory agree that: LE is authorised to obtain reports from a credit reporting agency containing information concerning the personal credit, the commercial activities and the credit worthiness of the Member and/or the Guarantor, in order to assess whether to approve the Member’s and/or Guarantor’s credit application.
10.4 LE may give a credit reporting agency personal information about the Member’s and/or Guarantor’s credit application and any Guarantor’s guarantee. LE may give and seek information about the Member’s, Member’s Directors and/or Guarantor’s credit arrangements from any credit providers named in their application or report issued by a credit reporting agency.
10.5 LE may use any information provided by a credit reporting agency or any other credit provider for assessing the Member’s and/or Guarantor’s credit application.
10.6 LE may disclose any information concerning or arising out of this application, any Guarantor’s guarantee and/or the credit facility to a credit reporting agency and/or to any other credit provider.
10.7 The information referred to above may include information about the credit worthiness, credit standing, credit history and credit capacity that credit providers are allowed to give or receive from each other under the law.
11 GOVERNING LAW
11.1 This Agreement is governed by the laws of New South Wales, Australia and the parties submit to the jurisdiction of the Courts of that State and Courts competent to hear appeals from those Courts.
11.2 The Member acknowledges and agrees this Agreement is a security agreement for the purposes of the PPSA and that LE will register its security interest in the goods and their proceeds as a purchase money security interest on the register.
11.3 The Member waives its rights under section 157 of the PPSA to receive notice of a verification statement.
12 DEFINITIONS
12.1 “Insolvent” means a receiver, manager, liquidator, interim liquidator, receiver manager, trustee, trustee in bankruptcy, administrator, statutory manager or similar officer is appointed in respect of the Member or any asset of the Member or any of the goods in the possession and control of the Member; or an application is made for an order or a meeting is convened or a resolution is passed for the purpose of appointing such a person to the Member, for winding up the Member or for proposing a compromise or scheme of arrangement, (except where such scheme of arrangement is implemented for the purpose of any corporate restructure); or the Member is insolvent or insolvent under administration pursuant to the Corporations Act 2001.
“LE” is Leading Edge Group Limited ACN 093 019 213 trading as:
• LA (Leading Appliances);
• LEB (Leading Edge Books);
• LEC (Leading Edge Computers);
• LEE (Leading Edge Electronics Group);
• LE (Leading Entertainment);
• LEJ (Leading Edge Jewellers);
• SCTR (Smart Choice Tech Repairs Group);
• Leading Edge Retail;
• Leading Edge Retail Services;
• Leading Edge Retail Support; or
• Any other name that Leading Edge Group Limited trades under now or in the future; or
• Leading Edge Computers Pty Ltd (ACN 077 946 126).
“Member” is the applicant described in the credit application.
“PPSA” is the Personal Property Securities Act (2009) and ‘register’, ‘purchase money security interest’. ‘security agreement’ ‘security interest’ and ‘verification statement’ will have the meanings for those terms as defined in the PPSA.