1. The terms of payment are strictly as stated on the Supplier’s invoices (or such other period as
nominated by the supplier herein). Battery House Australia PTY LTD ACN 625 700 718 (BHA) and
their related bodies corporate (as that term is defined in the Corporations Act 2001) (Supplier)
may, at any time, upon the provision of 48 hours’ written notice to the Applicant, vary the terms
and conditions of trade in accordance with the provisions of this agreement.
2. The Applicant must check all invoices and advise the Supplier of any errors or omissions within
seven (7) days of receipt. Failing advice from the Applicant that the invoice contains any errors or
omissions, the invoice will be deemed accepted by the Supplier and the Appicant.
3. Should the Applicant not pay for the goods or services supplied by the Supplier in accordance with
the credit terms as provided herein, or as agreed in writing by the Supplier and Applicant from time
to time, after issuing a written demand to the Applicant demanding payment within fourteen (14)
days, the Supplier will be entitled to charge an administration fee of ten (10) percent of the amount
of the invoice payable.
4. The Applicant acknowledges and agrees that this agreement will be governed by the laws of
Queensland, and the laws of the Commonwealth of Australia which are in force in Queensland.
5. The Applicant acknowledges and agrees that any contract for the supply of goods or services
between the Supplier and the Applicant is formed at the address of the Supplier.
6. The parties to this agreement submit to the non-exclusive jurisdiction of the courts of Queensland
and the relevant federal courts and courts competent to hear appeals from those courts.
7. The Applicant charges in favour of the Supplier all of its estate and interest in any real property,
whether held in its own right or as capacity as trustee, the Applicant owns at present and in the
future with the amount of its indebtedness hereunder until discharged.
8. The Applicant charges in favour of the Supplier all of its estate and interest in any personal
property, whether held in its own right or as capacity as trustee, the Applicant owns at present and
in the future with the amount of its indebtedness hereunder until discharged.
9. The Applicant appoints as its duly constituted attorney the Supplier's company secretary from time
to time to execute in the Applicant's name and as the Applicant's act and deed any real property
mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against real
property that the Applicant may own in any Land Titles Office in any state or territory of Australia,
even though the Applicant may not have defaulted in carrying out its obligations hereunder upon
written notice and demand to the Applicant (in the event that there is no default by the Applicant
in carrying out its obligations hereunder).
10. Where the Applicant has previously entered into an agreement with the Supplier by which the
Applicant has granted a charge, mortgage or other security interest (including a security interest
as defined in the Personal Property Securities Act 2009 (PPSA)) over or in respect of real or
personal property, those charges, mortgages or other security interests and the terms which
directly or indirectly create rights, powers or obligations in respect thereto will continue and co-
exist with the obligations and security interests created in this agreement and will secure all
indebtedness and obligations of the Applicant under this agreement. The Supplier may, at its
election and upon the provision of written notice, vary the terms of such previous charges,
mortgages or other securities to reflect the terms herein.
Purpose of credit
11. The Applicant acknowledges and agrees that the credit to be provided to the Applicant by the
Supplier is to be applied wholly or predominantly for commercial purposes.
Formation of contract
12. Quotations shall remain valid for a period of thirty (14) days from the date of quotation unless
otherwise specified in writing. The Supplier, in its sole discretion, reserves the right to withdraw,
vary or extend any quotation at any time prior to the formation of a contract in accordance with
13. Quotations made by the Supplier will not be construed as an offer or obligation to supply in
accordance with the quotation. The Supplier reserves the right to accept or reject, at its discretion,
any offer to purchase received by it upon provision of written reasons to the Applicant. Only written
acceptance by the Supplier of the Applicant’s offer will complete a contract.
14. Placement of an order, either verbally or in writing, will imply acceptance of the Supplier’s offer and
of these terms and conditions.
15. At the Supplier’s sole discretion a deposit may be required. The deposit amount or percentage of
the price due will be stipulated at the time of the order of the goods and/or services and shall
immediately become due and payable upon placement of an order.
16. Where the Applicant requests or directs that any additional goods and/or services be supplied that
are not strictly in accordance with the quotation, then such additional goods and/or services shall
constitute a variation, unless otherwise agreed between the parties.
17. The Applicant understands and agrees that:
(a) all variations must be agreed between the parties, preferably in writing but in cases where
urgent action is required, verbally, prior to the goods and/or services being supplied; and
(b) all variations shall be invoiced at the rate(s) specified in the quotation or as specifically
18. Notwithstanding clauses 16 and 17, and subject to any rights the Applicant might have under any
relevant legislation, the Supplier reserves the right to vary the quoted price if:
(a) there is any movement in the cost of supplying the goods and/or services specified in the
(b) the goods and/or services specified in the Applicant’s order are varied from the goods
and/or services specified in the Supplier’s quotation; or
(c) otherwise provided for in these terms and conditions.
Cancellation of orders
19. Unless otherwise agreed in writing between the parties, the Applicant may not cancel an order (or
any part of an order) unless the Applicant pays to the Supplier (in the Supplier’s sole discretion)
any and all costs incurred by the Supplier in relation to the cancelled order (or cancelled part of an
order) up until and including the date of cancellation.
20. Notwithstanding any other rights the Supplier may have under this agreement, the Supplier may
cancel any order or delivery of any order, by providing written notice to the Applicant if the
(a) defaults in payment of any invoice by the due date;
(b) enters into liquidation or, in the case the Applicant is an individual, becomes bankrupt; or
(c) breaches an essential term of this agreement.
21. To the fullest extent permitted by law, the Supplier accepts no liability for any loss whatsoever
incurred by the Applicant or any third party as a result of the Supplier exercising its rights under
22. The Applicant acknowledges and accepts that any estimated delivery or supply of goods provided
by the Supplier is an estimate only and the Supplier will not be liable for any loss suffered by the
Applicant as a result of any delay in the delivery of goods.
23. Delivery will be made within normal business hours between Monday to Friday, 8.00am to 5.00pm
only (unless otherwise agreed to in writing).
24. Delivery is deemed to occur at the earlier of:
(a) the collection of goods from the Supplier by the Applicant or any third party on behalf of the
(b) the time of loading of goods at the Supplier’s premises for the purpose of delivery to the
25. The Supplier is entitled to charge a reasonable fee for storage and/or redelivery charges in the
event the Applicant does not, or is unable to, accept delivery of the goods.
26. The Applicant accepts that the Supplier may deliver goods by instalments and require payment for
each separate instalment in accordance with these terms and conditions.
27. The Applicant acknowledges and accepts that it is not relieved from any obligation arising under
these terms and conditions by reason of any delay in delivery.
28. The Applicant must inspect the goods immediately upon delivery and must within seven (7) days
after the date of inspection give written notice to the Supplier with particulars, of any claim that the
goods are not in accordance with this agreement. If the Applicant fails to give notice, then to the
extent permitted by law, the goods must be treated as having been accepted by the Applicant and
the Applicant must pay for the goods in accordance with these terms and conditions.
29. Notwithstanding clauses 2 and 28, the Applicant understands and agrees that custom batteries are
perishable goods subject to a quote, and any cancellation that an order for Custom Batteries is
not in accordance with the terms of this agreement must be received by the Supplier by no later
than 12pm on the day the Batteries are due to be o r d e r e d . For the avoidance of doubt, if a
claim or cancellation is not received by the Supplier by the above time, then, to the extent permitted by law, the Custom Batteries must be treated as having been accepted by the Applicant and the Applicant must pay for the Custom Batteries in accordance with these
terms and conditions.
30. The Applicant cannot return any goods to the Supplier without the written agreement of the Supplier.
31. The Applicant acknowledges and agrees that any return will incur a handling and administration
charge of ten (10) per cent of the purchase price of the returned goods.
32. Risk of damage to or loss of the goods passes to the Applicant on delivery and the Applicant must
insure the goods on or before delivery.
33. If any of the goods are damaged or destroyed following delivery but prior to ownership passing to
the Applicant, the Supplier is entitled to receive all insurance proceeds payable for the goods. The
production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s
rights to receive the insurance proceeds without the need for any person dealing with the Supplier
to make further enquires.
34. If the Applicant requests that goods are delivered either to an unattended location, left outside, or
are left outside the Supplier’s premises for collection, the Applicant acknowledges that the Supplier
will deliver the Goods as requested at the Applicant’s risk.
Retention of title
35. Title in the goods does not pass to the Applicant until the Applicant has made payment in full for
the goods and, further, until the Applicant has made payment in full of all the other money owing
by the Applicant to the Supplier (whether in respect of money payable under a specific contract or
on any other account whatsoever).
36. Whilst the Applicant has not paid for the goods supplied in full at any time, the Applicant agrees
that property and title in the goods will not pass to the Applicant and the Supplier retains the legal
and equitable title in those goods supplied and not yet sold.
37. Until payment in full has been made to the Supplier, the Applicant will hold the goods in a fiduciary
capacity for the Supplier and agrees to store the goods in such a manner that they can be identified
as the property of the Supplier, and will not mix the goods with other similar goods.
38. The Applicant will be entitled to sell the goods in the ordinary course of its business, but until full
payment for the goods has been made to the Supplier, the Applicant will sell as agent and bailee
for the Supplier and the proceeds of sale of the goods will be held by the Applicant on trust for the
39. The Applicant’s indebtedness to the Supplier, whether in full or in part, will not be discharged by
the operation of clause 38 hereof unless and until the funds held on trust are remitted to the
40. The Applicant agrees that whilst property and title in the goods remains with the Supplier, the
Supplier has the right, with prior notice to the Applicant, to enter upon any premises occupied by
the Applicant (or any receiver, receiver and manager, administrator, liquidator or trustee in
bankruptcy of the Applicant) to inspect the goods of the Supplier and to repossess the goods which
may be in the Applicant’s possession, custody or control when payment is overdue.
41. The Applicant will be responsible for the Supplier’s reasonable costs and expenses in exercising
its rights under clause 40. Where the Supplier exercises any power to enter the premises, that
entry will not give rise to any action of trespass or similar action on the part of the Applicant against
the Supplier, its employees, servants or agents.
42. The Applicant agrees that where the goods have been retaken into the possession of the Supplier,
the Supplier has the absolute right to sell or deal with the goods, and if necessary, sell the goods
with the trademark or name of the Applicant on those goods, and the Applicant hereby grants an
irrevocable licence to the Supplier to do all things necessary to sell the goods bearing the name
or trademark of the Applicant.
43. For the avoidance of doubt, the Supplier’s interest constitutes a ‘purchase money security interest’
pursuant to the PPSA.
Cancellation of terms of credit
44. The Supplier reserves the right to withdraw credit at any time upon provision of 48 hours’ written
45. Notwithstanding clause 44, if the Applicant defaults in the payment of any amount due to the
Supplier pursuant to this agreement and does not cure such default within seven (7) days after
being given notice of such default, the Supplier may terminate this agreement (to be effective
immediately) upon notice to the Applicant.
46. Upon the withdrawal of credit in accordance with clause 44, or upon termination of this agreement
in accordance with clause 45, all liabilities incurred by the Applicant become immediately due and
payable to the Supplier.
47. For the avoidance of doubt, termination of this agreement will not affect:
(a) the right of any party to whom money is owed hereunder at the time of termination to receive
that money according to the provisions hereof; and
(b) the rights and/or obligations pursuant to this Agreement which by their nature are intended
to survive termination of this agreement.
48. The Applicant agrees to indemnify the Supplier and keep the Supplier indemnified against any
claim that arises out of the goods and services supplied under this agreement. This indemnity
includes any legal fees and expenses the Supplier incurs in order to enforce its rights, on an
Provision of further information
49. The Applicant undertakes to comply with any reasonable written requests by the Supplier to
provide further information for the purpose of assessing the Applicant’s creditworthiness, including
an updated credit application.
50. If the Applicant is a corporation (with the exception of a public listed company), it must advise the
Supplier of any alteration to its corporate structure (for example, by changing directors,
shareholders, or its constitution). In the case of a change of directors or shareholders the Supplier
may ask for new guarantors to sign a guarantee and indemnity.
51. If the Applicant is a corporation, the Applicant warrants that all of its directors have signed this
agreement and that all of its directors may be required to enter into a guarantee and indemnity with
the Supplier in relation to the Applicant's obligations to the Supplier.
52. If the Applicant is the trustee of a trust (whether disclosed to the Supplier or not), the Applicant
warrants to the Supplier that:
(a) the Applicant enters into this agreement in both its capacity as trustee and in its personal
(b) the Applicant has the right to be reasonably indemnified out of trust assets;
(c) the Applicant has the power under the trust deed to sign this agreement; and
(d) the Applicant will not retire as trustee of the trust or appoint any new or additional trustee
without advising the Supplier.
53. The Applicant must give the Supplier a copy of the trust deed upon request.
54. If the Applicant enters into this agreement as partners, the Applicant warrants that all of the
partners have signed this agreement and that all of the partners may be required to enter into a
guarantee and indemnity with the Supplier in relation to the Applicant's obligations to the Supplier.
55. If the Applicant is a partnership, it must not alter its partnership (for example, adding or removing
partners or altering its partnership agreement) without advising the Supplier. In the case of a
change of partners, the Supplier may ask for new guarantors to sign a guarantee and indemnity.
56. If the Applicant becomes insolvent, the Applicant remains liable under this agreement for payment
of all liabilities incurred hereunder. The Applicant remains liable under this agreement even if the
Supplier receives a dividend or payment as a result of the Applicant being insolvent.
57. A waiver of any provision or breach of this agreement by the Supplier must be made by an
authorised officer of the Supplier in writing. A waiver of any provision or breach of this agreement
by the Applicant must be made by the Applicant's authorised officer in writing.
58. Until ownership of the goods passes, the Applicant waives its rights it would otherwise have under
the PPSA (unless otherwise agreed to in writing by the Supplier and the Applicant:
(a) under section 95 to receive notice of intention to remove an accession;
(b) under section 118 to receive notice that the Supplier intends to enforce its security interest
in accordance with land law;
(c) under section 121(4) to receive a notice of enforcement action against liquid assets;
(d) under section 129 to receive a notice of disposal of goods by the Supplier purchasing the
(e) under section 130 to receive a notice to dispose of goods;
(f) under section 132(1) to receive a statement of account following disposal of goods;
(g) under section 132(4) to receive a statement of account if no disposal of goods for each 6
Page 3 of 5
(h) under section 135 to receive notice of any proposal of the Supplier to retain goods;
(i) under section 137(2) to object to any proposal of the Supplier to retain or dispose of goods;
(j) under section 142 to redeem the goods;
(k) under section 143 to reinstate the security agreement; and
(l) under section 157(1) and 157(3) to receive a notice of any verification statement.
59. The Applicant must pay for its own legal, accounting and business costs and all costs incurred by
the Supplier relating to any default by the Applicant under this agreement. The Applicant must
also pay for all stamp duty and other taxes payable on this agreement (if any).
60. The Applicant will pay the Supplier’s costs and disbursements incurred in pursuing any recovery
action, or any other claim or remedy, against the Applicant, including collection costs, debt
recovery fees and legal costs on an indemnity basis.
61. Subject to clauses 62 and 63, payments by, or on behalf of, the Applicant will be applied by the
Supplier as follows.
(a) Firstly, in payment of any and all collection costs and legal costs in accordance with clauses
41 and 60.
(b) Secondly, in payment of any interest incurred in accordance with clause 67.
(c) Thirdly, in payment of the outstanding invoice(s).
62. In circumstances where the Supplier seeks to enforce a purchase money security interest under
the PPSA over collateral or proceeds (these terms being consistent with the terms defined in the
PPSA), payments received from the Applicant will be allocated in a manner at the Suppliers
absolute and unfettered discretion, so as to attribute, to the greatest extent possible, the unpaid
balance of the debt to the purchase money obligation in respect of the collateral and/or proceeds
over which the Supplier seeks to enforce its purchase money security interest.
63. To the extent that payments have been allocated to invoices by the Supplier in its business
records, the Supplier may, at its sole and unfettered discretion, allocate and/or retrospectively
reallocate payments in any manner whatsoever at the Supplier’s absolute discretion, including in
a manner inconsistent with clause 61 herein.
64. Payments allocated (and/or reallocated) under clause 61 and/or 62 will be treated as though they
were allocated (and/or reallocated) in the manner determined by the Supplier on the date of receipt
Taxes and duty
65. The Applicant must pay GST on any taxable supply made by the Supplier to the Applicant under
this agreement. The payment of GST is in addition to any other consideration payable by the
Applicant for a taxable supply.
66. If as a result of:
(a) any legislation becoming applicable to the subject matter of this agreement; or
(b) any changes in legislation or its interpretation by a court of competent jurisdiction or by any
authority charged with its administration;
the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received
from the Applicant, then the Applicant must pay the Supplier these additional amounts on 48 hours’
67. The interest rate on any outstanding debts is a fixed rate of fifteen (15) per cent per annum.
68. All payments required to be made by the Applicant under this agreement will be made free of any
set-off, or counterclaim and without deduction or withholding, unless agreed to otherwise by the
Supplier and the Applicant in writing.
69. Any amount due to the Supplier from time to time may be deducted from any monies which may
be or may become payable to the Applicant by the Supplier.
70. The Supplier is not liable for any loss caused to the Applicant by reason of strikes, lockouts, fires,
riots, war, embargoes, civil commotions, supplier shortages, plant or mechanical breakdown, acts
of God or any other activity beyond the Supplier's control.
71. In relation to the supply of goods, the Supplier’s liability is limited to:
(a) replacing the goods or supplying similar goods;
(b) repairing the goods;
(c) providing the cost for replacing the goods or for acquiring equivalent goods; and
(d) providing the cost for having the goods repaired.
72. In relation to the supply of services, the Supplier’s liability is limited to:
(a) supplying the service again; or
(b) providing for the cost of having the services supplied again.
73. The Supplier is not liable for loss of profit, economic or financial loss, damages, consequential
loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by the Applicant
as a result of the goods and/or services supplied under this agreement.
74. The Applicant will, at the request of the Supplier, execute documents and do such further acts as
may be required for the Supplier to register the security interest granted by the Applicant under the
75. The Applicant agrees to accept service of any document required to be served, including any notice
under this agreement or the PPSA or any originating process, by prepaid post at any address
nominated in this application or any other address later notified to the Supplier by the Applicant or
the Applicant’s authorised representative.
76. The Applicant further agrees that where the Supplier has rights in addition to those under part 4 of
the PPSA, those rights will continue to apply.
77. The Applicant irrevocably grants to the Supplier the right to enter upon the Applicant’s property or
premises, with notice, and without being in any way liable to the Applicant or to any third party, if
the Supplier has cause to exercise any of their rights under sections 123 and/or 128 of the PPSA,
and the Applicant shall reasonably indemnify the Supplier from any claims made by any third party
as a result of such exercise.
78. Nothing in this agreement shall be read or applied so as to purport to exclude, restrict or modify or
have the effect of excluding, restricting or modifying the application in relation to the supply of any
goods and/or services pursuant to this agreement of all or any of the provisions the Competition
and Consumer Act 2010 or any relevant State or Federal Legislation which by law cannot be
excluded, restricted or modified.
79. If any provision of this agreement is not enforceable in accordance with its terms, other provisions
which are self-sustaining are, and continue to be, enforceable in accordance with their terms.
80. If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of
the agreement remains effective.
Variation of agreement
81. The Applicant agrees that these terms and conditions may be varied, added to, or amended by an
authorised officer of the Supplier at any time by written notice to the Applicant. The Applicant will
be provided with fourteen (14) days to accept the variation/s, failing which the variations may be
deemed accepted by the Supplier.
82. If the Applicant does not agree with the variations proposed by the Supplier, they must notify the
Supplier in writing within fourteen (14) days from receipt of the written notice that the variations are
not agreed to. The Supplier and/or the Applicant will then be at liberty to suspend/withdraw credit
facilities if no agreement can be reached between the parties regarding the proposed variations.
Absent notice from the Applicant, the varied terms and conditions of trade may be deemed
accepted. Clerical errors (such as spelling mistakes or grammatical errors) may be subject to
correction without notification.
83. Any proposed variation to these terms and conditions by the Applicant must be requested in
writing. The Supplier may refuse any such request without providing reasons either orally or in
84. Variations requested by the Applicant will only be binding upon the Supplier if they are accepted
Consent to register
85. The Applicant hereby consents to the Supplier recording the details of this agreement on the
Personal Property Securities Register and agrees to do all things necessary and reasonably
required by the Supplier to effect such registration.
86. The Applicant waives any right or entitlement to receive notice of the registration of any security
interest(s) created by this instrument on the Personal Property Securities Register.
(a) Under PPS Law the Applicant consents to BHA maintaining, protecting and perfecting its right,
title and interest in any Goods or other personal property obtained by this credit facility and/or
provided by BHA to the Applicant and the proceeds of such goods or other personal property
by registration under the PPS Law
(b) For the purposes of the PPS Law, the Applicant and BHA contract out of each provision which,
under section 115(1) of the PPSA, they are permitted to contract out of (except sections 117,
118, 120, 123, 125, 126, 128, 129 and 134 of the PPSA), and the Applicant waives it’s right to
receive each notice or statement which, under Section 157(3) of the PPSA, it is permitted to
(c) The Applicant waives its right to receive anything from BHA under section 275 of the PPSA,
inclusive of any Verification.
87. This agreement constitutes the entire agreement between the parties relating in any way to its
subject matter, unless agreed to otherwise by the Supplier and the Applicant in writing. All previous
negotiations, understandings, representations, warranties, memoranda or commitments about the
subject matter of this agreement are merged in this agreement and are of no further effect. No
oral explanation or information provided by a party to another affects the meaning or interpretation
of this agreement or constitutes any collateral agreement, warranty or understanding.
88. Notwithstanding the preceding paragraph, in circumstances where there is a pre-existing written
credit agreement (Original Agreement) between the Applicant and the Supplier, these terms and
this agreement will constitute a variation of the Original Agreement whereby the terms of the
Original Agreement are deleted and replaced with the terms herein, unless the terms of the Original
Agreement are otherwise expressly or implicitly preserved by the terms herein in which case they
will co-exist with the terms herein, and, to the extent of any inconsistency, these terms will prevail.
89. For the avoidance of doubt, the Applicant understands and agrees that these terms will prevail
over, and the Supplier will not be bound by, any conditions (express or implied) added or provided
by the Applicant, whether in an order or otherwise, unless otherwise agreed in writing by the
90. The Applicant agrees to the terms of the Privacy Statement pursuant to the Privacy Act 1988 (as
amended by the Privacy Amendment (Enhancing Privacy Protection) Act 2012 contained in this
The Applicant hereby applies for the opening of an account and provides the above information in support thereof.
I am/We are authorised to sign this credit application form on behalf of the Applicant and the information given is true and correct to the best of my/our knowledge.
FOR COMPLETION BY THE SUPPLIER
The Applicant’s credit application is accepted. Signed for and on behalf of the Supplier.
1. This privacy statement encompasses consents, notifications and disclosures under or in
relation to the Privacy Act 1988 (as amended by the Privacy Amendment (Enhancing
Privacy Protection) Act 2012) (Act).
2. The terms of this statement operate concurrently with any pre-existing privacy statement,
authorisation or notification, whether contained in our credit application, terms and
conditions of trade or otherwise, save to the extent of any inconsistency in which case
matters in accordance with s21C of the Act and items 4.1 and 4.2 of the Credit Reporting
Code in respect of disclosure to credit reporting bodies including what
the information may be used for, what the Supplier may disclose and the Applicant’s
and/or Guarantor(s)’ right to request
limitations to the use of their information.
the terms of this privacy statement shall prevail.
3. For the purpose of this statement, the terms “personal information”, “sensitive information”,
“credit eligibility information”, “credit information”, “commercial credit purpose”, “credit
guarantee purpose”, “consumer credit purpose”, “credit reporting body”, “credit provider”,
“credit reporting information”, “credit reporting code” carry the same meaning as under the
Act and the term “Information” means personal information, sensitive information, credit
eligibility information, credit reporting information and credit information, both severally
4. The Supplier may collect personal information about the Applicant and/or Guarantor(s) for
the Supplier’s primary purposes which include the assessment of a credit application,
Level 15, 100 Arthur Street
NORTH SYDNEY NSW 2060
Tel: 1300 921 621
Level 2, 143 Coronation Drive
MILTON QLD 4064
Tel: 07 3360 0600
Level 13, 109 Pitt Street
SYDNEY NSW 2000
Tel: 1300 501 312
Level 6, 549 St Kilda Road
MELBOURNE VIC 3004
Tel: 03 9699 0100
Level 2, 165 Grenfell St
ADELAIDE SA 5000
Tel: 1800 882 820
reviewing existing credit terms, assessing credit worthiness, collecting overdue payments,
assessing credit guarantees (current and prospective), internal management purposes,
marketing, sales and business development purposes and direct marketing.
5. The Applicant and/or Guarantor(s) consent to the Supplier collecting, using and disclosing
personal information (including sensitive information) for both their primary purposes
specified herein and purposes other than the primary purposes, including the purpose of
6. The Supplier may collect, and may already have collected, Information from the Applicant
and/or Guarantor(s), other credit providers, credit reporting bodies and other third parties
for the purposes of its functions and activities including, but not limited to, credit, sales,
marketing and administration. If the Information was not collected by the Supplier it may
restrict or impede upon the Supplier trading with, extending credit to, continuing to extend
credit to or extending further credit to the Applicant and/or Guarantor(s)or their related
7. The Applicant and/or Guarantor(s) consent to the Supplier obtaining and making
disclosure of Information about the Applicant and/or Guarantor(s) from and to a credit
reporting body and/or another credit provider for a commercial credit related purpose
and/or a credit guarantee purpose and/or a consumer credit purpose and/or another
related purpose. The Supplier notifies the Applicant and/or Guarantor(s) that it may use
and/or disclose credit eligibility information under section 21G of the Act.
8. The Supplier may provide personal information about the Applicant and/or Guarantor(s) to
any or all of the credit reporting bodies nominated below. The Supplier intends to disclose
default information to any or all of the credit reporting
bodies listed below. The Applicant and/or Guarantor(s) consent to such disclosure. The
Supplier’s credit reporting policy contains a statement of notifiable
9. The Supplier may disclose Information to, and about them and the Applicant and/or
Guarantor(s) hereby acknowledge that they consent to the disclosure of such information
to the Supplier’s employees, subsidiaries, employees, agents and related bodies
corporate, past, present or prospective credit providers of the Applicant and/or
Guarantor(s) or their related bodies corporate, including for the purpose of that person
considering whether to offer to act as guarantor or offer security for that credit, and/or
overseas recipients and recipients who do not have an Australian link.
10. By reason of the Applicant’s and/or Guarantor(s)’ consent to the disclosure to overseas
recipients hereunder, APP 8.1 will not apply to the Supplier’s dealing with the Applicant’s
and/or Guarantor(s)’ Information.
the Supplier’s website (details above) or by making a request in writing directed to the
information about how to access and seek correction of Information, or how to complain
about a breach of the Act, APP, code(s) and how the Supplier will deal with any such
12. The Applicant and/or Guarantor(s) will be deemed to have acknowledged and accepted
the terms of this privacy statement by either signing and returning this statement, failing to
provide written notification to the Supplier within 14 days of receipt of this statement that
its terms are not accepted, continuing to trade with the Supplier after receipt of this
Statement or, if the Applicant and/or Guarantor(s) are directors or guarantors of a
customer, by not taking steps to prevent the customer from continuing to trade with the
Supplier after receipt of this statement
DEED OF GUARANTEE & INDEMNITY
Battery House Australia PTY LTD ACN 625 700 718 (BHA) and its related bodies corporate
(Guarantors) hereby covenant and undertake and if more than one, jointly and severally, as follows.
1. The Guarantors acknowledge and agree that this guarantee and indemnity is governed by the laws
of Queensland, and the laws of the commonwealth of Australia which are in force in Queensland.
2. The parties to this guarantee and indemnity submit to the non-exclusive jurisdiction of the courts
of Queensland and the relevant federal courts and courts competent to hear appeals from those
3. In consideration of the Supplier extending or agreeing to extend credit or further credit to the
Applicant at the Guarantors’ request (testified by the Guarantors’ execution of this agreement) for
goods sold or to be sold from time to time, the Guarantors guarantee payment to the Supplier of
all money which is now or at any time in the future becomes due and payable to the Supplier by
the Applicant on any account or accounts whether now existing or which may in the future be
opened or in any manner whatsoever, including but not limited to amounts payable by the Applicant
to the Supplier arising out of a relationship of trustee and beneficiary.
Guarantee and indemnity
4. The Guarantors agree to guarantee and indemnify the Supplier against all losses damages or
expenses that the Supplier may suffer as a result, either directly or indirectly, of any failure by the
Applicant to make due payment of any money owing to the Supplier whether for goods sold or
otherwise or to observe the terms of any agreement between the Applicant and the Supplier,
including costs on an indemnity basis of any attempt or attempts to recover from the Applicant or
any Guarantor and whether successful or not or whether frustrated by the Applicant or Guarantor
or by operation of law and including costs ordered by a court to be paid by the Supplier to the
Applicant or to any Guarantor including the costs of lodging and withdrawing caveats and/or
obtaining injunctions and enforcing any security over real and personal property given to the
5. This guarantee and indemnity will be a continuing guarantee and indemnity and will not be
considered as wholly or partially satisfied or discharged by any money which may at any time or
times in the future be received or applied by the Supplier to the credit of any account of the
Applicant or the Guarantors, or deemed to be held on trust by the Applicant for the Supplier, and
will be available as a Guarantee and Indemnity for the whole of the sums referred to in clauses 3
and 4 of this guarantee and indemnity.
6. Where two or more persons execute this guarantee and indemnity, the guarantees, covenants and
obligations in this guarantee and indemnity given or undertaken by the Guarantors will be deemed
to bind the Guarantors jointly and each of the Guarantors severally and the Supplier will be entitled
to seek payment in full from any one or more of the Guarantors without seeking payment from the
7. The Supplier will have the right to proceed against the Guarantors under the Guarantee and
Indemnity, irrespective of default of the Applicant to pay and with or without notice to the Applicant,
as if the primary liability for any money owing was the Guarantors’ own. Further, the Suppliers will
have the right to proceed against the Guarantors notwithstanding any other rights it may have in
relation to the recovery of the amounts hereby guaranteed.
8. This guarantee and indemnity will continue in force until such time as the Supplier releases the
Guarantors in writing, and notwithstanding the fact that the Guarantors are no longer directors,
shareholders or owners of the Applicant.
9. This guarantee and indemnity is without prejudice to and will not be affected by nor will the rights
or remedies of the Supplier against the Guarantors or any of the Guarantors be in any way
prejudiced or affected by:
(a) any other security taken by the Supplier from the Applicant or from any other person;
(b) any waiver or indulgence, whether as to time or otherwise, given to the Applicant or to the
Guarantors or any one or more of the Guarantors;
(c) by any other act, matter or thing which under the law relating to sureties would or might but
for this provision release the Guarantors or any of the Guarantors from all or any part of the
Guarantors obligations contained in this guarantee and indemnity; or
(d) any person named in this guarantee and indemnity as Guarantor failing to execute this
guarantee and indemnity or failing or ceasing to be bound by the terms of this guarantee and
Right of subrogation
10. In the event of the Guarantors and/or the other Guarantors making any payment in respect to an
obligation of the Applicant whether under a guarantee or indemnity or otherwise, the Guarantors
will not exercise any rights of subrogation against any other Guarantors or the Applicant unless
and until the Supplier has been paid in full.
11. In the event of the Applicant going into liquidation, the Guarantors will be prohibited from proving
in competition with the Applicant unless and until the Supplier has been paid in full.
Insolvency of Applicant
12. No sum of money which the Applicant pays to the Supplier and the Supplier later pays, is obliged
to pay, allows in account or is obliged to allow in account to a liquidator, administrator, receiver or
trustee in bankruptcy of the Applicant by reason of the Corporations Act 2001, Bankruptcy Act
1966 or otherwise will, for the purpose of this guarantee and indemnity, be considered as
discharging or diminishing the Guarantors’ liability and this guarantee and indemnity will continue
to apply as if the said sum(s) had at all times remained owing by the Applicant.
13. The Supplier is at liberty from time to time to charge the account of the Applicant with all costs,
charges and expenses, legal or otherwise that the Supplier incurs in connection with:
(a) the account of the Applicant;
(b) this guarantee and indemnity;
(c) any other security in respect of the indebtedness of the Applicant to the Supplier;
(d) the preparation, completion and stamping of this deed; or
(e) the exercise or attempted exercise of any right, power or remedy conferred on the Supplier
under or by virtue of this deed;
and the same will be part of the monies secured by this deed.
14. The Guarantors agree to pay the Supplier’s costs and disbursements incurred in recovering
monies secured by this deed, including debt recovery agency fees and legal costs on an indemnity
15. The Guarantors appoint as their duly constituted attorney the Supplier’s company secretary from
time to time to execute in the Guarantors’ names and as the Guarantors’ act and deed any real
property mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against
real property that the Guarantors may own in any Land Titles Office in any state or territory of
Australia, even though the Guarantors may not have defaulted in carrying out their obligations
16. The Guarantors authorise the Supplier to give time or any other indulgence or consideration to the
Applicant in respect of compliance with its obligations to the Supplier, even if giving time or any
other indulgence or consideration has the effect of increasing the Guarantors’ liability under this
guarantee and indemnity.
17. The Guarantors agree that this guarantee and indemnity will not be avoided, released or affected
by the Supplier making any variation or alteration in the terms of its agreement(s) with the
Applicant, even if such variation or alteration has the effect of increasing the Guarantors’ liability
under this guarantee and indemnity.
18. If any provision of this guarantee and indemnity is not enforceable in accordance with its terms,
other provisions which are self-sustaining are and continue to be enforceable in accordance with
19. The Guarantors charge in favour of the Supplier all of their estate and interest in any real property,
whether held in its own right or as capacity as trustee, the Guarantors own at present and in the
future with the amount of their indebtedness hereunder until discharged, such indebtedness to
include all amounts referred to in clauses 3 and 4.
20. The Guarantors charge in favour of the Supplier all of their estate and interest in any personal
property, whether held in its own right or as capacity as trustee, the Guarantors own at present
and in the future with the amount of their indebtedness hereunder until discharged, such
indebtedness to include all amounts referred to in clauses 3 and 4.
21. This guarantee and indemnity secures the repayment of all monies owed by the Applicant
whatsoever, and this deed constitutes the entire guarantee.
22. Where the Guarantors have previously entered into an agreement with the Supplier by which the
Guarantors have granted a charge, mortgage or other security over real or personal property, those
charges, mortgages or other security interests will continue and co-exist with the obligations and
security interests created in this deed and will secure all indebtedness and obligations of the
Guarantors under this deed. The Supplier may, at its election, vary the terms of such previous
charges, mortgages or other securities to reflect the terms herein.
Personal Property Securities Act
23. For the avoidance of any doubt, the security interest(s) created by this instrument in favour of the
Supplier constitutes security interests pursuant to the Personal Property Securities Act 2009.
24. The Guarantors waive any right or entitlement to receive notice of the registration of any security
interest(s) created by this instrument on the Personal Property Securities Register.
Service of notices
25. The Guarantors agree to accept service of any document required to be served, including any
notice under this agreement or the PPSA or any originating process, by prepaid post at any
address nominated in this application or any other address later notified to the Supplier by the
Guarantors or the Guarantors’ authorised representative.
26. The Guarantors agree to the terms of the Privacy Statement pursuant to the Privacy Act 1988 (as
amended by the Privacy Amendment (Enhancing Privacy Protection) Act 2012 contained in this
Signed, Sealed and
Delivered By The Guarantor
Signed, Sealed and
Delivered By The Guarantor