Terms & Conditions

DECLARATION for the NATIONAL CONSUMER CREDIT CODE:

I/We, in my/our capacity as officeholders or as the authorised person(s) of the Applicant Entity applying for commercial credit from Premier Ducts Qld (PDQ) declare that the credit to be provided to us by PDQ (if approved) is to be applied wholly or predominately for business and/or investment purposes other than investment in residential property. By signing this application for the Applicant Entity, duly authorised:

I/We declare that any limit of commercial credit approved by PDQ is anticipated to and will be applied wholly or predominately for business purposes or investment purposes other than investment in residential property.
I/We acknowledge that by signing this declaration the Applicant Entity may lose protection under the National Credit Code.

APPLICATION for COMMERCIAL CREDIT:

If this Application for a commercial credit limit for the Applicant Entity is approved by PDQ:

I/We, duly authorised on behalf of the Applicant Entity, agree, declare and acknowledge that PDQ’s Terms and Conditions of Trade as published on PDQ’s website apply to all my/our dealings with PDQ and I/we hereby agree to comply with the Terms and Conditions of Trade.

REPRESENTATION WARRANTY & ACKNOWLEDGEMENT:

I/We, in my/our capacity as authorised person/(s) of the Applicant Entity, HEREBY WARRANT that the information set out in this Application is true and correct AND ACKNOWLEDGE that Premier Ducts Qld Pty Ltd ABN 27 609 565 862 (PDQ) will rely upon the information provided in this Application in deciding whether to grant commercial credit to the Applicant Entity. By signing this Application:

I/We on behalf of the Applicant Entity, duly authorised, agree to be bound by the General Credit Terms set out below and by the PDQ General Terms and Conditions on PDQ’s website at www.premierducts.com.au and warrant that the information given by me/us, on behalf of the Applicant Entity, in this Application is true and correct. We warrant that I/we have not withheld disclosure of material information relevant to this Application.
I/We on behalf of the Applicant Entity, understand that I/we need not give any of the personal information requested in this Application. However, without this information it may not be possible for PDQ to process this application or provide me/us with an appropriate level of service.
I/we on behalf of the Applicant Entity, accept and authorise PDQ to collect, hold, use, and disclose my/our/ the Applicant Entity’s personal information in this Application (or collected in the process of assessing this Application) to assess and decide whether to grant credit to the Applicant in accordance with PDQ’s Privacy Policy and Credit Reporting Policy (as may be amended from time to time).
I/We on behalf of the Applicant Entity, acknowledge having read and understood PDQ’s Privacy Policy and Credit Reporting Policy and that I/we am/are aware that copies of those policies are available on PDQ’s website at www.premierducts.com.au or in an alternative form and free of charge from PDQ’s Privacy Officer upon request.

EXECUTION PANEL of APPLICATION for GRANT of COMMERCIAL CREDIT to the APPLICANT ENTITY

(a) Where the Applicant Entity is a corporation, execution may be by two directors; a director and secretary; or a sole director. Alternatively, a director or executive officer may sign on behalf of the corporation and in doing so, such person warrants that he/she has authority from the corporation to bind it, in accordance with ss 126 & 127 of the Corporation Act 2001 (Cth). Where otherwise and the Applicant Entity is trading under an ABN and the entity holder of that ABN is a Partnership (within the meaning of the Partnership Act 1891 (QLD) or the Partnership Act 1892 (NSW), or sole trader the normal acceptable method of execution by the authorised person/(s) is requested.

PREMIER DUCTS (QLD) Pty Ltd (“PDQ”) GENERAL CREDIT TERMS

For the full terms and conditions, refer to the General Terms and Conditions on Premier Ducts Qld (PDQ) website at: www.premierducts.com.au

Payment: The Customer must pay for all purchases within 30 days from the end of the month in which the invoice is generated, or within any alternative credit period granted in writing by PDQ. Amounts payable by the Customer under these Credit Terms must be paid in full without deduction, retention or set-off of any kind and for any reason.

Interest and Administration fee: PDQ is entitled to charge the Customer:

1. 1. interest on amounts not paid within the credit period specified by PDQ at a rate equivalent to 3% p.a. above the annual business overdraft interest rate of its principal banker, as determined and calculated by PDQ, in its discretion; and
  2. if any account remains unpaid at the end of the second month after the invoice is generated, an immediate amount the greater of $20.00 or 10.0% of the amount overdue for administration fees, which sum shall become immediately due and payable. The Customer acknowledges that this fee is a genuine pre-estimate by PDQ of the loss, costs and expenses which shall be incurred by reason of the Customer’s default in payment and the recovery thereof.

GST: Each amount payable by the Customer under these Credit Terms in respect of a Taxable Supply by PDQ is a GST exclusive amount and on receipt of a tax invoice the Customer must, in addition to that amount and at the same time, pay the GST payable in respect of that supply. “Taxable Supply” and “GST” have the meanings set out in the A New Tax System (Goods and Services) Act 1999 (Cth).

Withdrawal or Variation of Credit: PDQ may at any time, without the need to provide a reason, vary or withdraw any credit granted to the Customer. Where the Customer completes a further Application for Commercial Credit, that Application will not be in derogation of but in addition to any previous general credit terms existing except as notified by PDQ in writing.

Charge over Customer’s Property: As security for payment to PDQ of all moneys payable by the Customer and for the Customer’s obligations generally under these Credit Terms, the Customer charges in favour of PDQ the whole of the Customer’s undertaking, property and assets (including without limitation all of the Customer’s interests, both legal and beneficial, in freehold and leasehold land) both current and later acquired. The Customer irrevocably appoints each Officer as the Customer’s attorney to do all things necessary to create and register each such charge. Upon demand by PDQ, the Customer agrees to immediately execute a mortgage or other instrument in terms satisfactory to PDQ to further secure payment of the money payable by the Customer. If the Customer fails within a reasonable time of such demand to execute such mortgage or other instrument, then the Customer acknowledges that PDQ may execute such mortgage or other instrument as the Customer’s attorney pursuant to the appointment of PDQ as the Customer’s attorney set out in these Credit Terms.

Suspension or Ceasing of Supply:

1. 1. PDQ may in PDQ’s complete discretion and without incurring any liability to the Customer, cease or suspend supply of Products and/or Services to the Customer or amend these Credit Terms.
  2. Without limiting clause 6(a), if an Event of Default occurs, PDQ may, without prejudice to PDQ’s other rights, call up moneys owed to PDQ by the Customer, retain all moneys paid on account, or cease further deliveries and recover from the Customer all loss of profits and other costs arising from the Event of Default and/or take immediate possession of any Products and Services for which payment remains outstanding.

Liability of PDQ: PDQ will not be liable for any loss or damage whatsoever suffered by the Customer as a result of any act, omission or statement made by PDQ, its employees, contractors or agents.

Certification: A statement signed by an Officer certifying the amount of any moneys payable by the Customer, or identifying any products and services, as being “unpaid for” is, in the absence of manifest error, conclusive and binding on the Customer.

Notification of Change of Details: The Customer will provide written notice to PDQ of any change in the Customer’s structure or management, including any change of director, shareholder, partnership, trusteeship or address within 7 days of the change.

Continuing Guarantee: All guarantees under or related to these Credit Terms will be continuing guarantees and will terminate only with PDQ’s written agreement between the relevant guarantors of the Customer.

Set-Off: PDQ may at any time set-off amounts owed by PDQ to the Customer against amounts owed by the Customer to PDQ.

Property:

1. 1. Where Products are to be supplied by way of sale, property in the Products shall not pass until the Customer has paid all money owing to PDQ in full. Risk in the Products passes to the Customer at the time of delivery.
  2. The Customer holds the Products as fiduciary bailee and agent for PDQ and must keep the Products physically separate from all other goods of the Customer, and clearly identified as owned by PDQ until payment of all moneys owed by the Customer to PDQ.
  3. If an Event of Default occurs, then without prejudice to PDQ’s other rights, PDQ may, without notice to the Customer enter any premises occupied by the Customer or any other place where the Products may be and recover possession of the Products.
  4. If the Customer sells any of the Products supplied while money is owed to PDQ, the Customer must keep the proceeds of the sale in a separate account and not mix them with any other funds.
  5. If the Products are resold, or goods and/or services using the Products are manufactured and resold by the Customer, the Customer holds all of the book debts owed in respect of such sales and proceeds of such sales in trust for PDQ. Such part of the book debts and proceeds will be deemed to equal in dollar terms the amount owed by the Customer to PDQ at the time of the receipt of such book debts. The Customer must not assign or grant a security interest in respect of such book debts without PDQ’s prior written consent.
  6. If the Customer uses the Products in some manufacturing process of its own or of some third party, then the Customer shall hold such part of the proceeds of such manufacturing process as relates to such Products in trust for PDQ. Such part shall be deemed to equal in dollar terms the amount owing by the Customer to PDQ and at the time of payment of such proceeds the Customer’s obligation to pay the amount owed for such Products will be discharged.

Personal Property Securities Act 2009 (Cth) (“PPSA”): “Financing statement”, “financing change statement”, “security interest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and all related terms have the meaning given to them by the PPSA.

1. 1. In consideration of PDQ supplying the Products to the Customer at the request of the Customer, the Customer by signing these Credit Terms:
    1. grants to PDQ a “Purchase Money Security Interest” (“PMSI”) in all Products supplied by PDQ to the Customer from time to time as security for payment of the purchase price of the Products,
    2. grantstoPDQa“SecurityInterest”(“SI”)inallofitspresentandafter-acquiredproperty and in all of its present and future rights in relation to any personal property (as defined in the PPSA) from time to time as security for payment of any amount owed by the Customer to PDQ and as security for the performance by the Customer of the obligations set out in these Credit Terms,
    3. agrees that any Products or proceeds of sale of the Products coming into existence after the date of these Credit Terms will come into existence subject to the PMSI and SI granted herein and these Credit Terms without the need for any further action or agreement by any party,
    4. acknowledges that the Customer has received valuable consideration from PDQ and agrees that it is sufficient; and
    5. agreesthatthePMSIandSIhasattachedtoallProductssuppliednoworinthefutureby PDQ to the Customer and that the attachment of the PMSI has in no way been deferred or postponed.
  2. PDQ reserves the right to register a financing statement in the Personal Properties Securities Register to perfect the PMSI and/or SI created under these Credit Terms.
  3. The costs of registering a financing statement or a financing change statement can be charged to the Customer by PDQ at PDQ’s complete discretion, and may, where applicable, be charged to the customer’s credit account with PDQ.
  4. The Customer must promptly, on request by PDQ, execute all documents and do anything else reasonably required by PDQ to ensure that the PMSI and SI created under these Credit Terms constitutes a perfected security interest.
  5. The Customer must not agree to allow any person to register a financing statement over any of the Products in which PDQ has any PMSI and/or SI without the prior written consent of PDQ and will immediately notify PDQ if the Customer becomes aware of any person or entity taking steps to register a financing statement in relation to any such Products.
  6. The Customer must not allow the Products to become accessions or commingled with other goods unless PDQ has first perfected any PMSI or SI that PDQ has in relation to the Products.
  7. If PDQ perfects any PMSI and/or SI that PDQ has in relation to the Products, the Customer must not do anything that results in PDQ having less than the security or priority granted by the PPSA that PDQ assumed at the time of perfection, subject only to the rights of a mortgagee pursuant to a registered mortgage.
  8. The Customer irrevocably grants to PDQ the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if PDQ has cause to exercise any of PDQ’s rights under Chapter 4 of the PPSA, and the Customer will indemnify PDQ for any claims made by any third party as a result of such exercise.
  9. The Customer acknowledges and agrees that:
    1. nothing in sections 125, 132(3)(d), 142 and 143 of the PPSA will apply to these Credit Terms; and
    2. the Security Agreement created by these Credit Terms may only be reinstated on the terms considered appropriate by PDQ at its complete discretion.
  10. The Customer acknowledges and agrees that to the full extent permitted by law and mentioned below, the following provisions of the PPSA will not apply to the enforcement of any PMSI and SI created under these Credit Terms, and the Customer waives it’s right to:
    1. not have goods damaged or be inconvenienced any more than necessarily incidental if PDQ removes an accession under s.92 PPSA,
    2. to receive notice of any intention to remove an accession under s.95(1)(a);
    3. to apply to the Court for an order postponing the removal of the “accession” or to determine the amount payable to PDQ for the retention of the accession under s.97 PPSA,
    4. to receive notice of a decision to enforce the security interest in personal property in the same way as an interest in land which secures the same obligation under s.118(1)(b)(i) PPSA,
    5. to receive notice of the enforcement of liquid assets under s.121(4) PPSA,
    6. to receive notice of any proposal to dispose of collateral under s.130(1)(a) PPSA,
    7. to receive a Statement of Account if no disposal under s.132(4) PPSA,
    8. to receive notice of any proposal to retain collateral under s.135(1)(a) PPSA; and
    9. to receive notice of a verification statement in relation to any registration event (including registration of a financing statement or a financing change statement) relating to the PMSI and SI created under these Credit Terms under s.157 PPSA.

Effect of Other Terms: These Credit Terms in addition to the Terms and Conditions of Trade on PDQ’s website at www.premierducts.com.au and are in no way affected or amended by any other express or implied terms. No terms of the Customer apply to any agreement between the Customer and PDQ or supersede PDQ’s Terms and Conditions of Trade accessible to the Customer at the URL cited in this clause.

Expenses: The Customer must pay to PDQ any costs, charges and expenses (including all stamp duty and legal fees and costs and debt recovery expenses on a full indemnity basis as a liquidated debt) incurred by PDQ in connection with the entry into these Credit Terms, the exercise or attempted exercise of any power, right or remedy under these Credit Terms and/or the failure of the Customer to comply with these Credit Terms.

Service of Notices and Documents: All notices or documents required to be given to PDQ for the purposes of the PPSA must be given in accordance with the PPSA. Any notices or documents required to be given by PDQ to the Customer for the purposes of the PPSA or for any other purposes will be effectively ‘given’, ‘served’ and ‘delivered’ if sent by PDQ to the Customer by pre-paid ordinary post to any one of the following addresses:

1. 1. the last address for the Customer known too PDQ,
  2. if the Customer is a Company, the registered office or principal place of business; or
  3. if the Customer trades under a registered business name, any address contained on a current business extract for that business name.

Transactions: The Customer will be liable for all transactions and expenses involving the Customer’s credit account including any fraudulent use of the account by the Customer or any person authorised by the Customer to use the account or the Customer’s employees, agents or contractors. The Customer will also be liable for any fraudulent use of the Customer’s credit account which is directly or indirectly caused or contributed to by the Customer’s negligence.

Application of Moneys Received: If PDQ receives or recovers money in respect of a debt of the Customer, PDQ may use the money to pay off whichever debt or part of a debt PDQ chooses and is not compelled to apply the money as directed by the Customer or any other person.

Indemnity: The Customer will indemnify PDQ in relation to any direct or indirect loss, liability or damage suffered by PDQ or any other person as a result of the Customer’s negligence or breach of these Credit Terms.

Trusts: These Credit Terms bind the Customer both personally and as trustee of any trusts of which the Customer is trustee.

Joint and Several: If the Customer consists of more than one person, the obligations of each person are joint and several.

Severance: Each clause, subclause and part of these Credit Terms is separate and independent. If any clause or subclause or part is found to be invalid or ineffective, the other clauses or subclauses or parts will not be adversely affected.

Waiver: Any waiver by PDQ must be in writing and signed by PDQ. In the event that PDQ elects not to exercise any of PDQ’s rights arising in connection with these Credit Terms, PDQ’s election will not constitute a waiver of any rights relating to any other breach of these Credit Terms.

Amendments: These Credit Terms may only be amended with PDQ’s express written agreement.

Assignment: The Customer may not assign any agreement under these Credit Terms without PDQ’s prior written consent.

Application of Laws: These Credit Terms are governed by the laws of the State of Queensland. The Customer submits to and consents to the laws of the State of Queensland, and the central courts of the State of Queensland as having jurisdiction over these Credit Terms.

Definitions & interpretation: In these Credit Terms unless the context requires otherwise:

1. 1. “Credit Terms” means these General Credit Terms.
  2. “Credit-related information” includes “credit information”, “credit reporting information”, “credit eligibility information” and/or “regulated information” (as the context permits) within the meaning of those terms in the Privacy Act.
  3. “Customer” means the customer whose details appear in the Application for Commercial Credit as the “Applicant Entity” and the Customer’s subsidiaries, holding companies and other related entities.
  4. “Event of Default” means any of the following events:
    1. the Customer fails to pay for any Products and Services in accordance with these Credit Terms and/or the Customer otherwise breaches these Credit Terms,
    2. if the Customer is in breach of any obligations under the Trading Terms and/or any other agreement between the Customer and PDQ,
    3. the Customer ceases or threatens to cease carrying on business,
    4. if the Customer is a company: an order is made or a resolution is effectively passed for winding up of the Customer, or the Customer goes into liquidation, or the Customer stops payment or is deemed unable to pay the Customer’s debts within the meaning of the Corporations Act 2001 (Cth); if the Customer is a natural person: an order is made for the Customer’s bankruptcy, or the Customer dies or becomes mentally or physically incapable of managing his or her affairs.
  5. “Officer” means each director, secretary, credit manager and authorised representative of PDQ.
  6. “Privacy Act” means the Privacy Act 1988 (Cth) as amended from time to time.
  7. “Products” includes all Products and Services supplied by PDQ to the Customer.
  8. “PDQ” means Premier Ducts (Qld) Pty Ltd ABN 27 609 565 862.

Interpretation:

1. In these Credit Terms, unless the context requires otherwise, all references to a party include the party’s successors and permitted assigns.
2. No provision of these Credit Terms will be construed adversely against a party solely because the party was responsible for drafting the provision.

GUARANTEE AND INDEMNITY

In consideration of Premier Ducts Qld (PDQ) agreeing at the request of the Customer (the “Applicant Entity”) named in the Application for Commercial Credit of which this Guarantee forms part to sell products and/or services or give credit to the Customer from time to time, each person named as guarantor in the Schedule (“Guarantor”) enters into this Guarantee in favour of PDQ in the following terms:

Guarantee: The Guarantor unconditionally and irrevocably guarantees to PDQ the due and punctual payment of the Guaranteed Moneys and agrees:
1. on demand from time to time to pay an amount equal to the Guaranteed Moneys then due and payable, which amounts must be paid in full without deduction, retention or set-off of any kind and for any reason,
2. any statement signed by an Officer certifying the amount of Guaranteed Moneys, or the money owing by the Guarantor under the Guarantee, is, in the absence of manifest error, binding and conclusive on and against the Guarantor,
3. this Guarantee is a continuing guarantee and remains in full force and effect until all the Guaranteed Moneys are paid or satisfied in full and is in addition to, and not prejudiced or affected by any other security or guarantee held by PDQ for the payment of Guaranteed Moneys,
4. the liabilities of the Guarantor and the rights of PDQ under this Guarantee are not affected by anything which might otherwise affect such liabilities and rights at law or in equity,
5. if any payment by the Guarantor under this Guarantee or the Customer is avoided, set aside, ordered to be refunded or reduced rendered unenforceable by any laws relating to bankruptcy, insolvency or liquidation, that payment will be taken not to have been made and PDQ is entitled to recover from the Guarantor the value of that payment as if that payment had never been made and this clause continues after this Guarantee is discharged; and
6. PDQ may enforce this Guarantee without first having resort to any other guarantee or security in relation to the Guaranteed Moneys.
Warranty: Each Guarantor warrants that all the information set out in this Guarantee is true and correct and the Guarantor has disclosed to PDQ all information relevant to this Guarantee.
Indemnity: As a separate and independent obligation, the Guarantor agrees to unconditionally and irrevocably indemnify PDQ from and against any claim, action, loss, damage, liability, cost, expense, outgoing or payment suffered, paid or incurred by PDQ in relation to the non-payment or non- recovery of the Guaranteed Moneys. PDQ need not incur any expense or make any payment before enforcing any right of indemnity.\
Notification of Change of Details: The Guarantor will immediately provide written notice to PDQ of any change in the Guarantor’s details set out in this Guarantee or the Application for Commercial Credit.
Waiver: Any waiver by PDQ must be in writing. No failure or delay by PDQ to exercise any power, right or remedy under this Guarantee operates as a waiver, nor does any single or partial exercise of any power, right or remedy preclude any other or further exercise of that power, right or remedy. PDQ’s rights and remedies under this Guarantee are in addition to any rights and remedies arising at law.
Claim in Administration: Until this Guarantee is released by PDQ, the Guarantor will not without PDQ’s consent, prove in any Administration of the Customer in competition with PDQ or any related body corporate of PDQ.
Continuing Guarantee: All guarantees will be continuing guarantees and will terminate only with PDQ’s written agreement.
Application of Moneys Received: If PDQ receives or recovers money in respect of debts of the Customer or anyone else, PDQ may use the money to pay off whichever part of those debts PDQ chooses and does not have to apply the money for the Guarantor’s benefit.
Charge and Security Interest: As security for payment to PDQ of all moneys payable by the Guarantor and for the Guarantor’s obligations generally under this Guarantee, the Guarantor charges in favour of PDQ the whole of the Guarantor’s undertaking, property and assets (including without limitation all of the Guarantor’s interests, both legal and beneficial, in freehold and leasehold land) both current and later acquired. The Guarantor irrevocably appoints each Officer as the Guarantor’s attorney to do all things necessary to create and register each such charge. Upon demand by PDQ, the Guarantor agrees to immediately execute a mortgage or other instrument in terms satisfactory to PDQ to further secure payment of the money payable by the Guarantor. If the Guarantor fails within a reasonable time of such demand to execute such mortgage or other instrument, then the Guarantor acknowledges that PDQ may execute such mortgage or other instrument as the Guarantor’s attorney pursuant to the appointment of PDQ as the Guarantor’s attorney set out in this Guarantee.
Personal Property and Securities Act 2009 (Cth) (“PPSA”): Expressions used in this clause in quotation marks have the meaning prescribed to them in the PPSA.
1. As security for payment to PDQ of all moneys payable by the Guarantor and for the Guarantor’s obligations generally under this Guarantee, the Guarantor grants a “security interest” in favour of PDQ over all of the Guarantor’s “personal property” both current and later acquired.
2. The Guarantor consents to PDQ registering a “financing statement” in the Personal Properties Securities Register to perfect the “security interest” created under this Guarantee. The Guarantor must promptly, on request by PDQ, execute all documents and do anything else reasonably required by PDQ to ensure that the “security interest” created under this Guarantee constitutes a “perfected” “security interest”.
3. The Guarantor acknowledges and agrees that:
  1. nothing in sections 125, 132(3)(d), 142 and 143 of the PPSA will apply to this Guarantee; and
  2. the “Security Agreement” created by this Guarantee may be reinstated on the terms considered appropriate by PDQ at its complete discretion.
4. The Guarantor acknowledges and agrees that to the full extent permitted by law and mentioned below, the following provisions of the PPSA will not apply to the enforcement of the “security interest” created under this Guarantee, and the Guarantor waives it’s right to:
  1. not have goods damaged or be inconvenienced any more than necessarily incidental if PDQ removes an “accession” under s.92 PPSA,
  2. to receive notice of any intention to remove an “accession” under s.95(1)(a);
  3. to apply to the Court for an order postponing the removal of the “accession” or to determine the amount payable to PDQ for the retention of the “accession” under s.97 PPSA,
  4. to receive notice of a decision to enforce the “security interest” in “personal property” in the same way as an interest in land which secures the same obligation under s.118(1)(b)(i) PPSA,
  5. to receive notice of the enforcement of liquid assets under s.121(4) PPSA,
  6. to receive notice of any proposal to dispose of collateral under s.130(1)(a) PPSA,
  7. to receive a Statement of Account if no disposal under s.132(4) PPSA,
  8. to receive notice of any proposal to retain collateral under s.135(1)(a) PPSA; and
  9. to receive notice of a “verification statement” in relation to any “registration event” (including registration of a “financing statement” or a “financing change statement”) relating to the “security interest” created under this Guarantee under s.157 PPSA.
Trusts: This document binds the Guarantor both personally and as trustee of any trust of which the Guarantor is a trustee.
Set-Off: PDQ may at any time set-off amounts owed by PDQ to the Guarantor against amounts owed by the Guarantor to PDQ.
Expenses: The Guarantor must pay to PDQ all costs, charges, fees and expenses (including, without limitation, all stamp duty and legal fees and costs and debt recovery expenses on a full indemnity basis as a liquidated debt) incurred by PDQ in connection with any entry into this Guarantee, the exercise or attempted exercise of any power, right or remedy under this Guarantee and/or the failure of the Guarantor to comply with any obligations under this Guarantee.
Acknowledgement: The Guarantor acknowledges that the Guarantor:
1. has entered into this Guarantee voluntarily,
2. has read and understood the nature and consequences of entering in to this Guarantee,
3. has not signed this Guarantee on the basis of any representation of PDQ, PDQ’s employees, agents or representatives or under the duress of any person; and
4. is entitled to seek independent legal and financial advice before signing this Guarantee.
Joint and Several: If there is more than one Guarantor, the obligations of each Guarantor are joint and several.
Severance: Each clause, subclause and part of this Guarantee is separate and independent. If any clause or subclause is found to be invalid or ineffective, the other clauses or subclauses or parts will not be adversely affected.
Amendments: This Guarantee may only be amended with PDQ’s express written agreement.
Assignment: The Customer may not assign this Guarantee without PDQ’s prior written agreement.
Application of Laws: This Guarantee is governed by the laws of the State of Queensland. The Guarantor submits to and consents to the laws of the State of Queensland, and the central courts of the State of Queensland as having jurisdiction over this Guarantee.
Definitions: In this Guarantee unless the context requires otherwise:

“Administration” includes any administration or liquidation of a corporation, arrangement, receivership, receivership and management or anything similar,

“Credit-related information” includes “credit information”, “credit reporting information” and/or “credit eligibility information” and/or “regulated information” (as the context permits) within the meaning of those terms in the Privacy Act.

“Customer” means the Customer named in the Application for Commercial Credit of which the Guarantee and Indemnity forms a part.

“Guarantee” means this Guarantee and Indemnity.

“Guaranteed Moneys” means all Moneys which are, will or may be at any time in the future, owing or payable to PDQ by the Customer for any reason whatsoever including, without limitation, money by way of principal, interest, fees, costs, indemnities, charges, duties or expenses or payment of liquidated damages. Where the Customer would have been liable but for the Customer’s Administration, the Customer and Guarantor will still be taken to be liable.

“Officer” means each director, secretary, credit manager and authorised representative of PDQ.
“Privacy Act” means the Privacy Act 1988 (Cth) as amended from time to time.

“PDQ” means Premier Ducts Qld Pty Ltd ABN 27 609 565 862.

and any term defined in the Credit Terms will have the same definition in this Guarantee.

Interpretation:

1. In this Guarantee unless the context requires otherwise, all references to a party include the party’s successors and permitted assigns.
2. No provision of this Guarantee will be construed adversely against a party solely because the party was responsible for drafting the provision.