ABN 11 144 818 548 Po Box 52 Mitchell A.C.T 2911 P: 02 6241 0266 F: 02 6255 5861 CREDIT APPLICATION FORM - Page 1 of 9 Please read carefully and ensure all sections are correctly completed. EFT payment or CREDIT CARD payment for all orders until a credit facility is established. Application To: Capital Liquor & Bev (Australia) Pty Ltd The Customer requests Capital Liquor & Bev Pty Ltd to process this Credit Application Form for the supply of goods and/or services from time to time on credit. Approval for a Credit Facility for the Customer with Capital Liquor & Bev Pty Ltd is always at the absolute discretion of Capital Liquor & Bev Pty Ltd. The Customer agrees that upon acceptance of this application, the Customer will be bound by Capital Liquor & Bev Pty Ltd s Terms and Condition of Trade which will apply to all transactions and dealings between the Customer and Capital Liquor & Bev Pty Ltd. 1. Customer Details The customer is a: Company, Sole Trader, Partnership or Trust) Full customer name: (Company name or Trust and type of trust) Customer trading name: Type of business: Business start date: Telephone: Fax: Trading address: Post code: Postal address: Post code: ABN: ACN: Purchasing contact: Phone: Purchasing contact email address: Accounts contact: Phone: Accounts contact email address:
CREDIT APPLICATION FORM - Page 2 of 9 2. Purchasing/Liquor Licence Details Credit period from date of invoice: 7 DAYS Liquor Licence No: Licensee: Estimated weekly purchases: 3. Trade References 1. Company Name: Contact Name: Phone: 2. Company Name: Contact Name: Phone: 3. Company Name: Contact Name: Phone: Full names and addresses of each director, shareholder, partner or sole trader:: Surname: Given Names: Address: Telephone: DOB Licence # Surname: Given Names: Address: Telephone: DOB Licence # Surname: Given Names: Address: Telephone: DOB Licence # Surname: Given Names: Address: Telephone: DOB Licence #
CREDIT APPLICATION FORM - Page 3 of 9 4. Customer Acceptance 1. The Customer acknowledges receiving a copy of the Terms and Conditions of Trade and has read and understood them. 2. The Customer agrees to: a. Comply with the Terms and Conditions of Trade; and b. Make all payments owing to Capital Liquor & Bev by the due date specified in invoices supplied to the Customer from time to time. 3. The Customer agrees that if the Customer is a private company, then all company Directors shall execute and be bound by Capital Liquor & Bev s personal Guarantee and Indemnity. 4. The following persons are authorised to sign this document on behalf of the Customer: a. For a Sole Trader, the trader; b. For a Joint Customers, all Customers; c. For Partnerships, by all partners; d. For a Limited Company, by seal or by directors; e. For Private Company, by all directors on behalf of company; and f. For a Club, by all office bearers. 1) Full name & personal address Date of Birth Drivers Licence Date 2) 3) 4)
CREDIT APPLICATION FORM - Page 4 of 9 Terms and Conditions of Trade By submitting a Credit Application and/or ordering goods from Capital Liquor & Bev (Australia) Pty Ltd you, the Customer agree that the following Terms and Conditions of Trade ( Terms and Conditions ) shall apply to the supply. These Terms and Conditions replace any previous Terms and Conditions of sale. These Terms and Conditions create a security interest in favour of Capital Liquor & Bev for the purposes of the Personal Property Securities Act 2009 (Cth). 1. DEFINITIONS 1.1 In these Terms and Conditions: Applicant is the customer; Authorised Officer means a Director of Capital Liquor & Bev; Capital Liquor & Bev means Capital Liquor & Bev (Australia) Pty Ltd; Contract means the contract between Capital Liquor & Bev and the Customer for or in relation to the sale and purchase of goods; Corporations Law means the Corporations Act 2001 (Cth) as amended from time to time; Credit Application Form means all 9 pages of the document titled Credit Application Form of which these Terms and Conditions form a part of; Credit Facility means any credit facility provided by Capital Liquor & Bev to the Customer in relation to the purchase of Capital Liquor & Bev Goods by the Customer; Credit Limit means the Credit Limit notified to the Customer by Capital Liquor & Bev in writing to the Customer s from time to time. Customer means the person, firm or corporation to whom Capital Liquor & Bev provides a credit facility, as described on the Credit Application Form; Goods means any item of whatsoever nature which is sold or to be sold by Capital Liquor & Bev to the Purchaser; PMSI has the meaning given in section 14 of the PPSA as amended from time to time; PPSA means the Personal Property Securities Act 2009 (Cth) as amended from time to time; PPS Register means the personal property securities register established under section 146 of the PPSA; Price List means the Price List provided to the Customer by Capital Liquor & Bev Goods from time to time. Security Interest has the meaning given under the PPSA. 1.2 These Terms and Conditions govern the Credit Facility. These Terms and Conditions cannot be varied without the written consent Capital Liquor & Bev. 1.3 The Capital Liquor & Bev Terms and Conditions and the applicable price list (as amended from time to time) apply to all transactions between Capital Liquor & Bev and the Customer. 1.4 The Customer must give Capital Liquor & Bev at least 1 months notice of any change in the trading entity, the names of its principals, trading name and or liquor license. If Capital Liquor & Bev does not consent to any such change in writing, Capital Liquor & Bev may terminate the Credit Facility with immediate effect by notice in writing to the Customer. 2 CREDIT LIMIT 2.1 The Customer s Credit Limit will be notified to the Customer by Capital Liquor & Bev in writing if the Customer s credit application is accepted. 2.2 Capital Liquor & Bev may increase or decrease this limit at any time with immediate effect by notice in writing to the Customer. Any such change will not apply to orders placed by the Customer which have already been accepted by Capital Liquor & Bev. 2.3 Capital Liquor & Bev may refuse to accept an order from the Customer if the value of the Goods specified in the order exceeds the credit limit. In these circumstances, Capital Liquor & Bev may either reject the entire order or accept a portion of the order (for Goods to the value of the credit limit).
CREDIT APPLICATION FORM - Page 5 of 9 2.4 Capital Liquor & Bev may allow the Customer to order Goods with a value in excess of the credit limit from time to time. The granting of such a concession by Capital Liquor & Bev applies only to the transaction in question and does not increase the Customer s credit limit on a permanent basis (unless Capital Liquor & Bev has agreed to do so in writing). 3 INVOICES AND PAYMENT 3.1 Capital Liquor & Bev will invoice the Customer for Goods purchased using the Credit Facility. 3.2 The Customer s payment terms will be notified to the Customer in writing by Capital Liquor & Bev. These payment terms may be amended by Capital Liquor & Bev at any time with immediate effect by notice in writing to the Customer. Any such change will not apply to orders placed by the Customer which have already been accepted by Capital Liquor & Bev. The Customer must pay invoices issued by Capital Liquor & Bev in accordance with the Customer s current payment terms. 3.3 Capital Liquor & Bev may charge interest at the rate of 2% per calendar month on all overdue amounts, calculated and payable daily from the date of the default until the date of payment. 3.4 The Customer must not deduct from any amount owed to Capital Liquor & Bev any set-off, counterclaim or other sum without the written consent of Capital Liquor & Bev. 3.5 A certificate signed by an Authorised Officer of Capital Liquor & Bev stating the amount payable to Capital Liquor & Bev by the Customer (whether for the price of Goods, interest, expenses incurred by Capital Liquor & Bev or as otherwise provided in these terms) will be conclusive evidence for all matters against the Customer in the absence of manifest error. 4 TITLE AND PERSONAL PROPERTIES SECURITIES ACT 4.1 Title in and to the Goods shall not pass to the Customer until all amounts owing by the Customer to Capital Liquor & Bev is paid in full. 4.2 The customer acknowledges that until title in and to the Goods passes to the Customer the Customer holds the Goods as trustee, agent and bailee of Capital Liquor & Bev and that a fiduciary relationships exists between the Customer and Capital Liquor & Bev. 4.3 The Customer acknowledges that if it sells or otherwise deals with the Goods before title in and to the Goods has passed to the Customer in accordance with clause 4.1: (a) it does so as trustee and agent for the Capital Liquor & Bev; (b) it must hold the proceeds of the sale or such dealing as trustee and agent for Capital Liquor & Bev; (c) it must be able to separately and clearly identify such proceeds once deposited into the Purchaser's account as the property of Capital Liquor & Bev. 4.4 The Customer agrees that these Terms and Conditions create a PMSI in the goods (and their proceeds) supplied presently and in the future by the Capital Liquor & Bev to the Customer. 4.5 The Customer agrees to do all things necessary and execute all documents reasonably required to register the PMSI granted by the Customer under these Terms and Conditions and to ensure that the Capital Liquor & Bev acquires a perfected security interest in the goods under the PPSA. 4.6 Until ownership of the goods passes to the Customer, the Customer waives its rights under the following provisions of the PPSA, to the extent that it is permitted by law to: (i) receive a notice of intention of removal of an accession (s.95 of the PPSA); (ii) (iii) (iv) (v) (vi) (vii) receive a notice that the Capital Liquor & Bev has determined to enforce its security interest in accordance with land law (s.118 of the PPSA); receive a notice of enforcement action against liquid assets (s.120 and s.121 of the PPSA); receive a notice of disposal of goods by the Capital Liquor & Bev purchasing the goods (s.129 of the PPSA); receive a notice to dispose of the goods (s.130 of the PPSA); receive a statement of account following disposal of the goods (s.132(2) of the PPSA); receive a statement of account if there is no disposal of the goods, on a six monthly basis (s.132(4) of the PPSA);
CREDIT APPLICATION FORM - Page 6 of 9 (viii) (ix) (x) (xi) receive notice of any proposal by the Capital Liquor & Bev to retain the goods (s.135(2) of the PPSA); object to any proposal by the Capital Liquor & Bev to either retain and dispose of the goods (s.137(3) of the PPSA); redeem the goods (s.142 of the PPSA); reinstate the security agreement (s.143 of the PPSA); and (xii) receive a notice of any verification statement (s.157(1) and s.157(3) of the PPSA). 4.7 The Customer s right to possession of goods still owned by the Capital Liquor & Bev under these Terms and Conditions shall cease if: (i) the Customer being an individual, commits an act of bankruptcy; (ii) the Customer being a company, circumstances arise where a receiver, manager, administrator or controller becomes entitled to take possession of any of its assets, any proceedings are instituted for winding up, or the Customer enters into a Deed of Company Arrangement; (iii) the Customer ceasing or threatening to cease conducting business in the normal manner or applying for deregistration or receives a deregistration notice; (iv) any cheque the Customer provide to the Capital Liquor & Bev is dishonoured for payment; (v) the Customer fails to comply with any demand for payment issued by Capital Liquor & Bev or any Group Company; or (vi) the Customer breaches any of the Terms and Conditions contained herein and/or are in default of any other agreement between Capital Liquor & Bev and the Customer. 4.8 The Customer expressly and irrevocably agrees that Capital Liquor & Bev is entitled to enter any premises where the Goods supplied by Capital Liquor & Bev are located to repossess, remove and sell such goods. The Customer and its successors and assigns, including any external manager or administrator, shall not object to Capital Liquor & Bev, or its agents, entering any premises for the purpose of this clause and agrees to indemnify and keep Capital Liquor & Bev indemnified in respect of any claims, actions and costs that may arise against Capital Liquor & Bev in relation to the removal, repossession and sale of the Goods pursuant to these Terms and Conditions including any claims brought by third parties. 4.9 The Customer agrees that repossession and retention of the goods pursuant to the PPSA will only satisfy so much of the monies which may become payable to Capital Liquor & Bev by the Customer, as is equivalent to Capital Liquor & Bev s estimation of the market value of the goods as it is at the date of repossession and the repossession and retention will immediately extinguish any rights for interest Capital Liquor & Bev has on the value of the goods recovered. 4.10 Until ownership of the goods passes, the Customer must not give Capital Liquor & Bev a written demand or allow any other person to give Capital Liquor & Bev a written demand requiring Capital Liquor & Bev to register a financing change statement under the PPSA or enter into or allow any other person to enter into the personal property securities register a financing change statement under the PPSA. 4.11 The Customer agrees not to change the Customer name or undertake any changes to any documents that the Capital Liquor & Bev has registered, requires to be registered or are capable of being registered without the prior written consent of the Capital Liquor & Bev. 4.12 The Customer will, upon demand, pay all of Capital Liquor & Bev s expenses and legal costs (on a solicitor/agent/client basis) in relation to or in connection with the registration of the Capital Liquor & Bev s security interest and all other costs associated with protection and enforcement of the Capital Liquor & Bev s security interest created by these Terms and Conditions or by undertaking an audit under the provisions of the PPSA, or the repossession of the goods the subject of these Terms and Conditions or the exercise, enforcement or preservation of any right or interest under these Terms and Conditions or any contract that the Capital Liquor & Bev has with the Customer. 5 DEFAULT AND TERMINATION 5.1 Capital Liquor & Bev may terminate the Credit Facility with immediate effect by notice in writing to the Customer if any one of the following events occur:
CREDIT APPLICATION FORM - Page 7 of 9 (i) (ii) (iii) The Customer fails to make a payment by the due date or breaches any of its obligations under these Terms and Conditions; The Customer becomes insolvent, an insolvent under administration or an externally administered body corporate (as defined in the Corporations Law) or an application is lodged or a resolution is passed for the winding up or bankruptcy of the Customer (or, if the Customer is a partnership, if any of these events occur in relation to a partner); or The Customer has breached any warranty set out in these terms. 5.2 If Capital Liquor & Bev terminates the Credit Facility, all amounts owing from the Customer to Capital Liquor & Bev will become immediately due and payable. 5.3 Termination of the Credit Facility is effective immediately and any order by the Customer which has already been accepted by Capital Liquor & Bev will only be supplied to the Customer on a Cash-on-Delivery basis. 6 WARRANTIES AND INDEMNITY 6.1 Without limiting any conditions or warranties implied by law, the Customer warrants that: (i) The information contained in the credit application form is true and accurate and the Customer knows that Capital Liquor & Bev tends to rely on this information in deciding whether to grant credit facilities to the Customer; (ii) There is no other material circumstance or event which, if known by Capital Liquor & Bev, would be likely to affect any consideration as to whether or not to grant any credit facilities to the Customer; (iii) At the time of entering into these terms, it is not insolvent or bankrupt and knows of no circumstances that would entitle any creditor to appoint a receiver or administrator or to petition for winding up or bankruptcy or to exercise any other rights over or against its assets; and (iv) it has the authority to agree to these terms. 6.2 The Customer indemnifies Capital Liquor & Bev and its employees, agents and successors from all claims, demands, costs, expenses and losses arising out of a breach of these terms (including the warranties set out in point 5.1 above) by the Customer. 7 OTHER CONDITIONS 7.1 These terms are governed by the laws of the Australian Capital Territory and the parties submit to the non-exclusive jurisdiction of the Courts of the Australian Capital Territory in respect of any proceedings relating to these terms. 7.2 A waiver by Capital Liquor & Bev of a breach of these terms is only effective if in writing and does not constitute a waiver of any other breach. 7.3 A provision of these terms must be read down to the extent necessary to be valid. If it cannot be read down to that extent, it must be severed. 7.4 This Credit Application Form, these Terms and Conditions and the Price List (as amended from time to time) form the entire contract between the parties regarding the Credit Facility and the supply of Goods from Capital Liquor & Bev. 7.5 If the Customer comprises more than one person, each of those persons is jointly and severally liable under these terms.
CREDIT APPLICATION FORM - Page 8 of 9 Guarantee and Indemnity To Capital Liquor & Bev Pty Ltd (ACN 144 818 548) and each of its subsidiaries, divisions, affiliates, associated companies and related entities and any successors and assigns ( the Supplier ): 1. We guarantee payments to you of all monies and performance of all obligations including any past, present and future indebtedness and/or obligations of the customer and/or any of us arising from any past, present and/or future dealing with the Supplier. 2. We indemnify you against all loss and/or damage arising from any past, present and/or future dealing with the Customer and/or any of us. 3. We jointly and severally agree: (a) To pay to a stake-holder nominated by the Supplier the amount the Supplier certifies is payable before being entitled to dispute whether or not that amount is payable; (b) That this Guarantee and Indemnity shall remain effective notwithstanding any conduct or event (including any arrangement or deed of company arrangement whether or not agreed to by the Supplier which but for this clause may have released or varied any obligation of the Customer and/or any of us and even if we and/or any of us execute in the Supplier's favour any later agreement, guarantee and/or security whatsoever; (c) That any payment which is subsequently avoided by any law relating to insolvency shall be deemed not to have been paid; (d) That we sign in our personal capacity and as Trustee of every trust of which we are trustee; and (e) To notify the Supplier within seven (7) days of any change in the Customer's structure, management and/or position including: (i) Any sale or disposition of any part of the business of the Customer; (ii) Any change in director, shareholder, management, partnership and/or trusteeship; (iii) Any new charge, mortgage and/or security given to any supplier and/or financier; and (iv) Any involvement in any franchised business in any capacity. 4. Charge: We hereby charge in the Supplier's favour: (a) Any land that we own (or, acquire after the date hereof) as security for any and all monies, owing to you and hereby authorise you to register a caveat over the land if we default in making payment of any amount due to you; (b) All our personal property including, without limitation, all the stock, motor vehicles, plant, equipment and debtors that we own (or acquire after the date hereof) as security for any and all monies owing to you and hereby authorise you to register, with any competent authority the charge over the property, if we default in making payment of any amount due to you. 5. Consideration: The Supplier agrees to grant credit from time to time at your discretion to the Customer and/or to forbear from taking any legal action against the Member for one (1) month from the date of this Guarantee and Indemnity. 6. Proper Law: We agree that this Guarantee and Indemnity and any claim or dispute between the Supplier, the Customer and/or any of us shall be governed by the law applicable in the Australian Capital Territory (ACT) 7 Several guarantors: If more than one Guarantor is named and/or intended to sign as a guarantor we each agree to be bound and liable for the full amount owed to the Supplier even if only one of us signs and whether or not any amount is extinguished and/or compromised in any way. The Supplier may make any arrangement and/or compromise with any of us, obtain additional guarantees, indemnities and/or securities from any party and/or release and/or compromise with any of us and/or any other party without affecting our liability to the Supplier. 8. Credit limit: Any credit granted by the Supplier to the Customer is at the Supplier's discretion and shall not limit our joint and several liability to the Supplier. 9. Privacy and Credit Authorisations Pursuant to the Privacy Act 1988: We authorise the Supplier to obtain a consumer credit report from a credit reporting agency for the purpose of assessing my application to act as a guarantor for the Customer. We acknowledge that information as limited by section 18E of the Privacy Act 1988 may be reported to Credit Reporting Agencies. 10. Severability: Any part of this Guarantee and Indemnity shall be severable without affecting any other part of this Guarantee and Indemnity. 11. Acknowledgment of current debt: We acknowledge that the Customer may currently be indebted to the Supplier and we acknowledge and agree that our guarantee under this Guarantee and Indemnity is unlimited and includes any current indebtedness. 12. Definitions: (a) Customer means the party listed below as the Customer and any party or parties who acquire, have any beneficial interest in and/or conduct any part of the business of the Customer until notice is given pursuant to this Guarantee and Indemnity and/or each Customer of any franchise/network group of which the Member is a customer (whether as franchisee, franchisor or otherwise);
CREDIT APPLICATION FORM - Page 9 of 9 (b) Supplier or you means the party listed below as the Supplier ; and (c) We and us means each of the Guarantors and the customer jointly and severally and the joint and several successors and assigns of each. 13. Demands: We agree that our liability to the Supplier arises without any demand by you upon the Customer and/or any of us. 14. Certificates: A certificate signed by a Director, Credit Manager or Solicitor of the Supplier stating the amounts of moneys due and payable to the Supplier by the Customer shall be conclusive evidence of the member s indebtedness to the Supplier as at the date of the Certificate. 15. Powers of Attorney: We appoint the Supplier and each of its Directors, Secretary and Credit Manager as our lawful attorney for the purpose of signing documents as referred to in paragraph 4 of this Guarantee and Indemnity. THE PARTIES: Supplier: Capital Liquor & Bev Pty Ltd (ACN 144 818 548) and each of its subsidiaries, divisions, affiliates, associated companies & related entities & any successors & assigns ( the Supplier ) AND Customer: ACN (if applicable): ( the Customer ) AND Guarantors: 1. Full Name Witness Sign Dated 2. Full Name Witness Sign Dated 3. Full Name Witness Sign Dated 4. Full Name Witness Sign Dated ( the Guarantors )