IRS INTERNATIONAL PTY LTD A.C.N. 129 901 122

DEFINITIONS

 

1. Definitions

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In this Agreement unless the context otherwise requires:

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(a)  “Agreement” means this Agreement between the Parties, incorporating these Terms and Conditions.

 

(b)  “Company” means IRS International Pty Ltd A.C.N. 129 901 122 in the Corporations Act 2001 (Cth) and each of their servants or agents.
 

(c)   “Goods” means the containers provided by the Company to you by way of sale or hire.  

 

(d)   “Parties” means the Company and You.

 

(e)   “Price” or “Prices” means the Price and/or Prices for the hire and/or sale of Goods and Services as listed in the Price List issued from time to time in writing or by verbal advice from an authorised employee of the Company. All Prices are in Australian Dollars.

 

(f)    “Price List” means the internal Price List issued by the Company from time to time listing the relevant Prices for the hire or sale of the Goods and/or Services.

 

(g)   “Services” means the supply of services to you, namely the provision of container refrigeration services or the hire of containers.

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(h)   “Terms and Conditions” means these Terms and Conditions.

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(i)    “Website” means www.irs-worldwide.com  

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(j)    “You” or “Your” means any person, firm, corporation, government, semi-government or local government department or authority, its successors, assignees, trustees, administrators or liquidators, to whom or to which Goods and Services are provided or sold to by the Company.

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GENERAL PROVISIONS

 

2. Applicability and Acceptance

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(a)   By entering into this Agreement you accept to buy or rent the Goods or acquire the Services from the Companyand You accept and agree to be bound by these Terms and Conditions.

 

(b)   The Company may make changes to these Terms and Conditions from time to time to accommodate changes in law, business practice or the introduction of new Goods and/or Services without notice to You or by general notice on the Website.

 

3. Supply of Goods and Services
 

(a)   The supply and/or sale of Goods and Services to you is contingent upon You complying with this Agreement. 

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(b)   The supply of sale of Goods and Services by the Company is subject to availability of the Goods and Services.

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(c)   Any order cancellation must be in writing and is subject to the Company’s approval.

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4. Prices

(a)   Unless otherwise stated, all Prices quoted to You are exclusive of settlement discount, GST, duty, taxes and/or any other statutory charge or fee payable in connection with the sale or hire of the Goods and/or Services to You by the Company.

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(b)   Any Price List attached to this Agreement supersedes all other previous Price Lists provided by the Company.

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(c)   Possession of this Price List does not constitute acceptance of an offer to rent or sell by the Company to you.

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(d)   The Company reserves the right to amend rates and/or Prices and/or the Price List from time to time without prior notice to You.

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5. Title
 

At all times the Goods and Services remain the property of the Company unless sale of goods.

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6. Risk
 

(a)   The risk of the Goods passes to You on delivery, or delivery to the carrier, should one be engaged, and which constitutes delivery. The Company accepts no responsibility of risk for the Goods once they have been delivered to you.

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(b)   You acknowledge that it is Your responsibility that all Goods delivered are insured from point of delivery should delivery be required.

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(c)   You acknowledge that the Goods required will be in fair working order and any damage to the containers whilst on hire and in your control you are liable to repair at no cost to the Company.

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CREDIT ACCOUNT

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7. Credit Terms

(a)   Payment of all credit accounts shall be made on or before thirty (30) days from the date of the invoice.

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(b)   When making a payment:

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(i)    You must forward Your remittance advice to the Company to ensure the payment is allocated to Your account in the correct manner;

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(ii)   If Your payment does not reflect the statement amount, a brief note must be included regarding any variations.

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(c)   The Company may at any time, without notice, terminate or suspend Your right to rent the Goods or have Services provided from the Company on credit and shall not be liable for any damages, costs, penalties or charges incurred by You as a result of the non-supply of the Goods by the Company to you.

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(d)   The Company reserves its rights to suspend (automatically and without notice to You), all accounts unpaid at thirty-seven (37) days from date of invoice, and/or supply of the Goods and or Services.

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(e)   Suspended accounts may attract a default account keeping fee of two percent (2%) per month or $25.00 per invoice, whichever is the greater amount, until the account is returned to the agreed trading terms. You agree that that this is a fair and reasonable charge and is directly relevant to the likely damage that the Company might suffer as a result of non-payment by You. Interest will be calculated on all outstanding amounts from the date of issue of the outstanding invoice. 

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(f)    All invoices shall immediately become due and payable in the event of default on payment by You of any invoice or account, regardless of whether or not some invoices may not otherwise have become due for payment.

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(g)   Account payments made by Credit Card will be charged a processing fee as follows:

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(i)   Visa / Master Card 1%

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8. Credit History

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(a)   You hereby give the Company authority to make enquiries as to the credit and financial responsibilities of You and/or Your Directors and/or Shareholders in order to suitably qualify Your capacity to incur debt and repay any amounts to the Company. These enquiries shall include but not be limited to obtaining reports from credit reporting agencies and references from current and/or past providers of credit to You.

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(b) In accordance with section 18E(8)(c) of the Privacy Act 1988 (Cth), You acknowledge that the Company has informed You that certain items of personal information about You contained in/or relating to Your Application for Credit, and permitted to be kept on a credit information file, might be disclosed to a credit reporting agency. Furthermore, You agree, in accordance with s18H(3), s18K(1)(b), s.18K(1)(c), s18K(1)(h) and s18N(1)(b) of the Privacy Act 1988 that use by the Company of the relevant information referred to in those sections may occur for the purpose of assessing Your credit application.

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SECURITY AND CHARGES

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9. Lien

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The Company reserves the following rights in relation to the Goods until all amounts owed by You to the Company are fully paid:

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(a)   You authorise an authorised agent or representative of the Company to enter Your premises (or the premises of any associated Company of Yours) where the Goods are located, without liability for trespass or any resulting damage, and retake possession of the Goods and You agree that the Company has an irrevocable license to do so. 

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(b)   Notwithstanding the above, the Company shall be entitled to maintain an action against You for the invoice Price of the Goods and/or Services.

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(c)   In connection with the Goods, while they remain the property of the Company, You agree that:

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(i)   You have no right or claim to any interest in the Goods to secure any liquidated or un-liquidated debt or obligation that the Company may owe You;

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(ii)   You cannot claim any lien over the Goods; 

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(iii)   You are in possession of the Goods as a bailee of the Goods and owe the Company the duties and liabilities of a bailee.

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10. Personal Properties Securities Act 2009 (Cth) (“PPSA”)

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(a)   You acknowledge that this Agreement will constitute a security agreement which create a security interest in favour of the Company over all present and after acquired Goods supplied by the Company to You to secure the payment of the Price or any other amount owing under this Agreement from time to time including further advances.

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(b)   You acknowledge that by accepting this Agreement and by virtue of the retention of title clause as provided for in Clause 5 of this Agreement, the security interest is a purchase money security interest (“PMSI”) as defined under Section 14 of the PPSA for all present, after acquired Goods including any Commingled Goods.

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(c)   The security interest will continue to apply as an interest in the Collateral for the purposes of PPSA with priority over registered or unregistered security interest.

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(d)   The Company may register the security interest as PMSI on the Personal Property Securities Register (“PPSR”) under the PPSA without providing further notice to You.

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(e)   You agree the Company is not required to disclose information pertaining to the Company’ security interest to an interested party unless required to do so pursuant to the PPSA or under general law.

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(f)   You agree and undertake:

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(i)   To sign any documents and/or provide further information reasonably required by the Company to register financing statement or financing change statement on the PPSR;

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(ii)   To indemnify the Company for all expenses and/or costs incurred by the Company in registering a financing statement or financing change statement on PPSR including the costs of amending, maintaining, releasing and enforcing any security interest in the Goods;

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(iii)   Not to register and/or make a demand to alter a financing statement in the collateral without prior written consent of the Company;

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(iv)   To provide the Company with seven (7) days written notice of any change or proposed change to Your company name, address, contact details, or other changes in Your details registered on the PPSR;

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(v)   To waive any rights of enforcement under Section 115 of the PPSR for collateral not used predominantly for personal, domestic or household purposes;

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(vi)   To waive any rights to receive verification statement in respect of any financial statement or financing charge statement under Section 157 of the PPSA.

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11. Charge

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(a)   As security for payment to the Company of all moneys payable by You and for Your obligations generally under this Agreement, You charge in favour of the Company the whole of your undertaking, property and assets (including without limitation all of your interests, both legal and beneficial, in freehold and leasehold land) both current and later acquired.

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(b)   You irrevocably appoint each officer of the Company as your attorney to do all things necessary to create and register each such charge.

 

(c)   Upon demand by the Company, You agree to immediately execute a mortgage or other instrument in terms satisfactory to the Company to further secure payments of the money payable by You.

 

(d) If You fail within a reasonable time of such demand to execute such mortgage or other instrument, then You acknowledge that the Company may execute such mortgage or other instrument as Your attorney pursuant to the appointment of the Company as your attorney set out in this Agreement.

 

MISCELLANEOUS

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12. Limitation of Liability

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(a)   The Company shall not be liable for any contingent, consequential, direct/indirect or punitive damages or loss arising, in relation to the use of the Goods, whatsoever. You acknowledge this express limit on liability and You agree to limit any claim accordingly.

 

(b)   The Company will not be held liable for any loss or damage incurred due to a Force Majeure, which means any cause outside the Company’s reasonable control, including but not limited to an act of God, government or quasi government, act or regulation, riot, act of terrorism, war, flood, fire, industrial disputes and epidemics or any risks to health or safety.

 

13. Default

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(a)   You must pay to the Company any costs, charges and expenses (including legal fees and costs on a full indemnity basis as a liquidated debt) incurred by the Company in connection with the entry into this Agreement, the exercise or attempted exercise of any power, right or remedy under these Terms and Conditions and/or the failure of You to comply with these Terms and Conditions.

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14. Jurisdiction
 

(a)   This Agreement is deemed to have been entered into in the jurisdiction where the Customer signed this Agreement. Any legal action arising out of, or in respect of this Agreement and/or its interpretation can be brought only in the State the Agreement is signed in or another jurisdiction if it is deemed appropriate by the Company.

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15. Amendment

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The terms contained in this Agreement are binding, and cannot be altered except by clear, written acceptance of the alteration by the Company and You.

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16. Acknowledgment

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(a)   You acknowledge that You have carefully read, fully understood and agreed to be bound by all the provisions of this Agreement.

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(b)   The Company will not be liable for any loss and/or damages suffered whatsoever, whether directly and/or indirectly, from Your failure to obtain independent legal advice in relation to this Agreement.
 

ACCEPTING TERMS & CONDITIONS

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I/We the undersigned declare that all information provided to the Company for the purposes of assessing Your suitability for credit, purchase and rental is true and correct in every particular.

 

I/We the undersigned further acknowledge that I/we have read understand and agree to the terms of this Agreement. 

 

This Agreement may be executed in any number of counterparts. Each counterpart is an original but the counterparts together are one and the same Agreement. The Agreement may be entered into by and becomes binding on the parties named in the Agreement upon one party signing the Agreement that has been signed by the other (or a photocopy or facsimile copy of that Agreement) and transmitting a facsimile copy of it to the other party.

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