Add Terms

1. PERSONAL GUARANTEE

1.2 In consideration of the Seller granting the Buyer a credit account at the Guarantor’s request, the Guarantor unconditionally and
irrevocably guarantees to the Seller the payment of all money payable by the Buyer and the performance and observance of all the
Buyer’s obligations under the Agreement.

1.3 The Guarantor indemnifies and continues to indemnify the Seller against any claim, action, loss, damage, cost, liability, expense or payment
incurred by the Seller in connection with or arising from any breach or default or attempted breach or default by the Buyer of its obligations
under the Agreement and must pay on demand any money due to the Seller under this indemnity.

1.4 The Guarantor is jointly and severally liable with the Buyer to the Seller for the Buyer’s performance of its obligations under the
Agreement; and any damage incurred by the Seller as a result of the Buyer’s failure to perform its obligations under the Agreement, or the
termination of the Agreement by the Seller.

1.5 Until the Seller has received all money payable to it under the Agreement, and the Buyer and the Guarantor have performed all their
obligations under the Agreement, neither the Buyer nor the Guarantor may claim or receive the benefit of a dividend or distribution, a
payment of the estate or assets, or a payment in the liquidation, winding-up or bankruptcy of a person liable jointly with the Buyer
Guarantor to the Seller or liable under a security for money payable by the Buyer or the Guarantor; or prove in an estate or in relation to
an asset in a liquidation, winding-up or bankruptcy in competition with the Seller unless the amount the Seller is entitled to will not be
reduced as a result.

1.6 The Guarantor must pay to the Seller on written demand by the Seller all expenses incurred by the Seller in respect of the Seller’s
exercise or attempted exercise of any right under this Deed.

1.7 The Guarantor’s obligations are not affected if the Seller releases or enters into a composition with the Buyer; or a payment made to the
Seller is later avoided; or the Seller assigns or transfers the benefit of the Agreement.

1.8 The Guarantor’s obligations under this Deed are not released, discharged or otherwise affected by the grant of any time, waiver,
covenant not to sue or other indulgence; or the release (including a release as part of a novation) or discharge of any person; or an
arrangement, composition or compromise entered into by the Seller, the Buyer, the Guarantor or any other person; or an extinguishment,
failure, loss, release, discharge, abandonment, impairment, compound, composition or compromise, in whole or in part of any document
or agreement; or any moratorium or other suspension of a right, power, authority, discretion or remedy conferred on the Seller by Deed,
Agreement, a statute, a court or otherwise; or payment to the Seller, including a payment which at or after the payment date is illegal,
void, voidable, avoided, or unenforceable; the winding-up of the Buyer; the Seller obtaining judgment against the Buyer or another
person; or this Deed not being valid or executed by or binding on any person.

1.9 The Guarantor guarantees to the Seller the payment of all money by the Buyer on the dates specified in the Agreement and the
Guarantor must pay that money to the Seller on the due dates if required by the Seller whether or not the Seller has exercised or
exhausted its remedies for the recovery from the Buyer.

1.10 If there is more than one (1) Guarantor, the obligations and indemnities provided by the Guarantor under this Deed, apply jointly and
severally to each and every Guarantor.

1.11 The Guarantor confirms that he/she has not entered into this Deed in reliance on, or as a result of, any statement or conduct of any kind of
or on behalf of the Seller.

1.12 I/We have received, read and understood the Terms and Conditions of Trade of the Seller which form part of, and are intended to be read
in conjunction with the Credit Account Application and agree as the Guarantor to accept and be bound by these conditions.

1.13 This Deed is governed by the laws of New South Wales. The Guarantor submits to the non-exclusive jurisdiction of courts exercising
jurisdiction there.

1.14 This Deed may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

1.15 Any provision of this Deed which is invalid or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if
possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability,
without affecting the validity or enforceability of that provision in any other jurisdiction.

GA & Sons Pty Ltd (ABN 35 577 452 589)/ Nut Roaster Co Pty Ltd (ABN 59 003 003 834) / Lion Wealth Management Pty Ltd (ABN 31 614 438 381) – Terms And Conditions of Trade #0120

1. Definitions

1.1 “Buyer” shall mean the Buyer (or any person acting on behalf of and with the authority of the Buyer) as described on any invoice, sales docket,
order form or other form as provided by the Seller to the Buyer.

1.2 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Buyer on a principal debtor basis.

1.3 “Goods” shall mean Goods supplied by the Seller to the Buyer and are as described on the invoices, sales docket, order form or any other forms
as provided by the Seller to the Buyer.

1.4 “Price” shall mean the price payable for the Goods as agreed between the Seller and the Buyer in accordance with clause 3 of the terms and
conditions contained herein.

2. Acceptance

2.1 Where the Buyer has agreed to purchase Goods from the Seller it shall constitute acceptance of the terms and conditions contained herein. These
terms and conditions shall be incorporated into every subsequent agreement for the purchase of Goods from the Seller by the Buyer unless
specifically varied or excluded in writing by the Seller and supersede any contrary terms and conditions of the Buyer.

2.2 Where more than one Buyer has entered into this agreement, the Buyers shall be jointly and severally liable for all payments of the Price.

2.3 Upon acceptance of these terms and conditions by the Buyer the terms and conditions are binding and can only be amended with the written
consent of the Seller.

2.4 The Buyer undertakes to give the Seller at least fourteen (14) days notice of any change in the Buyer’s name, address and/or any other change
in the Buyer’s details including any persons appointed to buy on behalf of the Buyer.

3. Price And Payment

3.1 The Price shall be either as indicated on invoices, sales dockets or order forms provided by the Seller to the Buyer in respect of Goods supplied
unless in case of a manifest error.

3.2 Time for payment for the Goods shall be of the essence and will be stated on the invoice, Sales Docket or any other forms. If no time is stated
then payment shall be due fourteen (14) days following the date of the invoice. The Seller reserves the right to vary the time for payment and may
request payment by cash at the time of delivery of the Goods.

3.3 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method with prior written consent of the
Seller. The Seller may vary the manner in which it will accept payment from a Buyer.

3.4 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery Of Goods

4.1 At the Seller’s sole discretion delivery of the Goods shall take place when:
(a) the Buyer takes possession of the Goods at the Seller’s address; or
(b) the Buyer takes possession of the Goods at the Buyer’s nominated address (in the event that the Goods are delivered by the Seller or the
Seller’s nominated carrier); or
(c) the Buyer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Buyer’s agent.
(d) If the Seller engages a courier or transport company, then the consignment note signed by the Buyer shall be irrefutable proof of delivery.

4.2 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. Delivery of the Goods
to a third party nominated by the Buyer is deemed to be delivery to the Buyer for the purposes of this agreement.

4.3 The Seller may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the
provisions in these terms and conditions.

4.4 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.

4.5 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.

4.6 In the event of delay in the delivery of the Goods caused by circumstances outside of the control of the Seller, then the Buyer we be bound to
accept delivery of the Goods notwithstanding the delay.

5. Risk

5.1 If the Seller retains ownership of the Goods nonetheless, all risk for the Goods passes to the Buyer on delivery.

5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, the Seller is entitled to receive all
insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights
to receive the insurance proceeds without further authority.

6. Title

6.1 The Seller and Buyer agree that ownership of the Goods shall not pass until:
(a) the Buyer has paid the Seller all amounts owing for the Goods; and
(b) the Buyer has met all other obligations due by the Buyer to the Seller in respect of all contracts between the Seller and the Buyer.

6.2 Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured,
cleared or recognised and until then the Seller’s ownership or rights in respect of the Goods shall continue.

6.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until the Seller shall have received payment and all other obligations of the
Buyer are met; and
(b) until such time as ownership of the Goods shall pass from the Seller to the Buyer the Seller may give notice in writing to the Buyer to return the
Goods or any of them to the Seller. Upon such notice the rights of the Buyer to obtain ownership or any other interest in the Goods shall cease;
and
(c) the Seller shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Buyer fails to return the Goods to the Seller then the Seller or the Seller’s agent may enter upon and into land and premises owned,
occupied or used by the Buyer, or any premises as the invitee of the Buyer, where the Goods are situated and take possession of the Goods;
and
(e) the Buyer is only a bailee of the Goods and until such time as the Seller has received payment in full for the Goods then the Buyer shall hold
any proceeds from the sale or disposal of the Goods on trust for the Seller; and
(f) the Buyer shall not deal with the money of the Seller in any way which may be adverse to the Seller; and
(g) the Buyer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the
Seller; and

(h) the Seller can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to
the Buyer

7. Buyer’s Disclaimer

7.1 The Buyer hereby disclaims any right to rescind, or cancel any contract with the Seller or to sue for damages or to claim restitution arising out of
any misrepresentation made to the Buyer by the Seller and the Buyer acknowledges that the Goods are bought relying solely upon the Buyer’s
skill and judgement.

8. Defects

8.1 The Buyer shall inspect the Goods on delivery and shall within twenty four (24) hours of delivery (time being of the essence) notify the Seller in
writing of any alleged defect, shortage in quantity, damage or failure to comply with the order form, sales docket or invoice. Full particulars must
be provided to the Seller. The Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery if the
Buyer believes the Goods are defective in any way. If the Buyer shall fail to comply with these provisions the Goods shall be presumed to be free
from any defect or damage and the total number of Goods stated in the invoice or sales docket shall be a final, conclusive and binding
determination of such number of Goods. For defective Goods, which the Seller has agreed in writing that the Buyer is entitled to reject, the Seller’s
liability is limited to either (at the Seller’s discretion) replacing the Goods or crediting the sale Price of the Goods (in whole or in part) to the Buyer.

9. Returns

9.1 Goods will not be accepted for return other than in accordance with 8.1 above. Prior arrangements must be made with the Seller before the Buyer
returns any defective Goods to the Seller. Any Goods returned must be securely packaged and clearly identified.

10. Warranty

10.1 To the extent permitted by statute, no warranty is given by the Seller as to the quality or suitability of the Goods for any purpose and any implied
warranty, is expressly excluded. The Seller shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part
thereof however arising.

11. The Competition and Consumer Act 2010 and The Australian Consumer Law

11.1 The Buyer acknowledges and accepts that it is only entitled to the rights that by the Competition and Consumer Act 2010 and the Australian
Consumer Law (or other State or Territory law having a similar purpose) cannot be lawfully excluded from the agreement, to the extent that those
rights cannot be excluded; and

11.2 Otherwise all warranties in connection with the supply and sale of the Goods are excluded to the fullest extent permitted by law.

12. Default

12.1 If the Buyer fails to pay the Seller any amount when due, the Buyer shall be liable to pay to the Seller without demand interest thereon at the rate
of 12{95747c8f49b9bd17a20cd7aba13a5636a27e374ddaed1f585f5a95478c39aee1} per annum calculated daily. Interest payable hereunder shall be compounded monthly and calculated from the due date for payment to
the date upon which payment is actually made.

12.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all costs and disbursements
incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.

12.3 Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to
payment), the Seller may suspend or terminate the supply of Goods to the Buyer and any of its other obligations under the terms and conditions.
The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller has exercised its rights under this clause.

12.4 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains
unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or
(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an
assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer.

13. Security And Charge

13.1 Despite anything to the contrary contained herein or any other rights which the Seller may have howsoever:
(a) where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or
the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller
or the Seller’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Buyer and/or the
Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat
shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
(b) should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or Guarantor shall
indemnify the Seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Buyer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the Buyer’s
and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.

14. Cancellation

14.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are
delivered by giving notice to the Buyer. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.

14.2 In the event that the Buyer cancels delivery of Goods the Buyer shall be liable for any loss incurred by the Seller (including, but not limited to, any
loss of profits) up to the time of cancellation.

15. Privacy Act 1988

15.1 The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit reporting agency a credit report containing personal credit information
about the Buyer and Guarantor/s in relation to credit provided by the Seller.

15.2 The Buyer and/or the Guarantor/s agree that the Seller may exchange information about the Buyer and the Guarantor/s with those credit providers
either named as trade referees by the Buyer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Buyer; and/or
(b) to notify other credit providers of a default by the Buyer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers;
and/or
(d) to assess the credit worthiness of Buyer and/or Guarantor/s.

15.3 The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy
Act 1988).

15.4 The Buyer agrees that personal credit information provided may be used and retained by the Seller for the following purposes and for other
purposes as shall be agreed between the Buyer and Seller or required by law from time to time:

(a) provision of Goods; and/or
(b) marketing of Goods by the Seller, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and/or
(e) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Goods.

15.5 The Seller may give information about the Buyer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Buyer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

16. General

16.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of
the remaining provisions shall not be affected, prejudiced or impaired.

16.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the
jurisdiction of the courts of New South Wales.

16.3 The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer
arising out of a breach by the Seller of these terms and conditions.

16.4 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages which under no circumstances shall
exceed the Price of the Goods.

16.5 The Buyer shall not be entitled to set off against or deduct from the Price or any amount owed to the Seller any sums owed or claimed to be owed
to the Buyer by the Seller.

16.6 The Seller may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.

16.7 The Seller reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these
terms and conditions, then that change will take effect from the date on which the Seller notifies the Buyer of such change.

16.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or
other event beyond the reasonable control of either party.

16.9 Any indulgence, latitude or extension of time which the Seller may show towards the Buyer in relation to any of the provisions of the agreement
or any matter or thing relating thereto or arising there from shall not in any way prejudice or interfere with the Seller’s rights under the agreement
and shall not be claimed to constitute a waiver thereof.

16.10 In this clause PPSA means the Personal Property Securities Act 2009 (Cth) and Security Interest means anything that is defined to be a
“security interest” under the PPSA.

16.11If the Seller determines that a transaction with the Buyer is or contains a Security Interest for the purpose of the PPSA, the Buyer agrees, at its
own costs, to do anything such as obtaining consents, signing and producing documents and supplying information, which the Seller reasonably
requires for the purposes of (i) ensuring the Security Interest is enforceable, perfected or otherwise effective; or(ii) enabling the Seller to apply for
any registration, or give any notification, in connection with the Security Interest so that the Security Interest has the priority required by the Seller;
or (iii) enabling the Seller to exercise rights in connection with the Security Interest.
16.12The Buyer agrees to pay or reimburse the reasonable costs of the Seller in connection with any registration of, perfection of or giving of any
notification in relation to, a Security Interest, or exercise of its rights in connection with a Security Interest.

16.13The Seller need not give any notice under the PPSA (including a notice of verification statement) unless the notice is required by the PPSA and
cannot be excluded.

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