Aviation Engines Pty Ltd Terms and Conditions of Credit
1.1 These terms and conditions of credit apply to the establishment, operation and use of funds provided on credit through the customers credit facility with Aviation Engines Pty Ltd ACN 008 197 797
1.2 A credit facility may be made available to the Customer at the sole and absolute discretion of Aviation Engines and following the Customer completing Aviation Engine’s Application for Commercial Credit.
1.3 The customer is not entitled to any credit or other use of funds from Aviation Engines until Aviation Engines accepts the credit application and advises the Customer that a credit facility has been granted and the credit limit applicable.
1.4 Parts and/or Services supplied by Aviation Engines are, and will be supplied on the basis of Terms and Conditions for the Sale of Parts and Services by Aviation Engines, and those terms are incorporated herein.
1.5 The Customer and Aviation Engines agree that, if prior to formally approving a credit facility for the Customer, Aviation Engines grants any credit, or additional time to pay for Parts or Services, it does so on the basis of these credit terms applying to that credit.
2 Credit Limit
2.1 Aviation Engines may, acting in it sole discretion, and with being obliged to do so, specify a maximum amount that may be charged to the credit facility within a specified period of time. (credit limit)
2.2 Aviation Engines reserves the right, in it sole and absolute discretion, and without any duty or obligation to do so, to vary the credit limit, or suspend, withdraw, or cancel the credit facility at any time and without notice.
2.3 Aviation Engines is not liable for any loss, damage or delay whatsoever arising from varying the credit limit, or suspension, withdrawal, or cancellation by Aviation Engines to provide credit.
3. Payment Terms
3.1 The Customer agrees that they must pay in full clear fund without and set off or deduction within 28 days of the month in which the Parts and Services were supplied by Aviation Engines to the Customer.
3.2 Part payment made in respect of any invoice for the supply of Services and Parts shall be applied in payment of Services, then Parts.
3.3 Time is of the essence in relation to payment for Parts and Services and in the event of late payment, without prejudice to any other right or remedy, the customer must pay interest on the overdue amount of 1.5% for each month or part thereof that the payment is late.
4.1 Legal and equitable title in any Parts supplied by Aviation Engines will not pass to the Customer until payment of all amounts owing to Aviation Engines by the Customer under the contract or otherwise has been received in full cleared funds, free from any set off or deduction.
4.2 Where Aviation Engines has supplied Parts to the Customer and delivery to the Customer has taken place, the Customer will hold the Parts in a fiduciary capacity as the bailee for and on behalf of Aviation Engines. The customer will store the Parts separately from other good owned by by the Customer and shall identify them as Parts owned by Aviation Engines. If the Parts (or any part of them) have been sold by the Customer prior to all monies being due to Aviation Engines having been paid, then the proceeds of the sales of the Parts (or any part of them) will be the property of Aviation Engines and shall be held on a fiduciary basis by the Customer and retained in a separate account payable to Aviation Engines on demand.
4.3 The Customer agrees that Aviation Engines may retain any property of the Customer’s which is in Aviation Engines’s possession or control if the Customer is in default of these credit terms.
5 Personal Property Securities Act 2009 (“PPSA”)
5.1 For the purpose of this clause 5, the terms “financing statement”, “financing charge statement”, “security agreement” and “security interest” have the meanings as set out in the PPSA.
5.2 The Customer acknowledges and agrees that:
(a) these terms and conditions constitute a Security Agreement for the purposes of the Personal Properties Securities Act 2009 (“PPSA”)
(b) a security interest is taken in all Parts previously supplied by Aviation Engines to the Customer (if any) and all Parts that will be supplied in the future by Aviation Engines to the customer
(c) the security interest granted by the Customer to Aviation Engines pursuant to these terms and conditions constitute a purchase money security interest as defined in Section 14 of the PPSA.
5.3 The Customer agrees to do anything (including obtaining consents, signing or producing any further documentation, and/or providing further information)which Aviation Engines asks and considers necessary for the purpose of:
(a) ensuring that the security interest is enforceable, perfected and otherwise effective; and/or
(b) enabling Aviation Engines to apply for any registration, complete any finance statement or give any notification, in connection with the security interest; and/or
(c) enable Aviation Engines to exercise any rights in connection with the security interest
5.4 Everything that Aviation Engines is required to do under clause 5 is at the Customer’s expense.
5.5 The Customer waives any rights it may have:
(a) to receive notices under sections 95, 118, 121(4),130, 132(3)(d), 132(4), 134(1)and 135 of the PPSA;
(b) under sections 137(2), 142, and 143 of the PPSA; and
(c) to receive notice of the verification statement under section 157(1)(a)
5.6 The parties agree that sections 96 and 117 of the PPSA do not apply to these terms and conditions.
5.7 The Customer agrees that where Aviation Engines has rights in addition to those under the PPSA, those rights will continue to apply.
5.8 The Customer acknowledges that it has received value as at the date the Parts are supplied by Aviation Engines, or at the date the Parts are fitted and there is no agreement to postpone the time for the attachment of the security interest (as defined in the PPSA) granted to Aviation Engines pursuant to the agreement.
5.9 To the extent permitted by law, this clause will survive the termination of any agreement between Aviation Engines and the Customer.
6.1 Aviation Engines may, without prejudice to any other right under these terms, in its sole and absolute discretion, and without being obliged or under duty to do so, terminate this credit facility immediately by written notice if the Customer:
(a) does not pay any amount due
(b) commits a breach of the credit terms and that breach is not remedied to Aviation Engine’s satisfaction within 48 hours after receipt of a written notice of the breach from Aviation Engines
(c) becomes insolvent, or proceedings are commenced to appoint a liquidator in respect of the Customer or the Customer is placed under an official management whether voluntary or otherwise
(d) any other event or circumstances arise, financial or otherwise, which in the sole discretion of Aviation Engines is likely to material affect the Customer’s ability to meet its obligations to Aviation Engines.
6.2 If Aviation Engines terminates the credit account pursuant to clause 6.1 then in addition to the other right and remedies available at common law or under these credit terms:
(a) all amounts owing by the Customer to Aviation Engines shall immediately become due and payable irrespective of any credit arrangements.
(b) the customer must immediately pay Aviation Engines any and all proceeds held in trust for Aviation Engines pursuant to these terms.
(c) Aviation Engines shall immediately be entitled to retake possession of all Parts then in the possession or under the control of the Customer not paid for in full (and remove them to Aviation Engine’s premises) and may sell such Parts; and
(d) where as Aviation Engines has supplied and fitted Parts on Equipment which are not paid for in full, Aviation Engines may take possession of the Equipment in question to remove the Aviation Engines Parts.
6.3 On demand by Aviation Engines, the Customer must pay Aviation Engines all costs and expenses incurred or likely to be incurred by Aviation Engines in exercising Aviation Engine’s rights under clause 6.
6.4 For the purpose of enabling Aviation Engines to retake possession of any Parts or Equipment under clause 6.2, the Customer irrevocably:
(a) authorises Aviation Engines, its employees, officers, appointed subcontractors, to enter any of the Customer’s premises in which the Parts may be located.
(b) appoints Aviation Engines, its employees, officers, appointed subcontractors, as the Customer’s agents to enter any of the Customer’s premises in which the Parts may be located.
6.5 Aviation Engines will not be obligated to restore any equipment after removing Aviation Engines’s Parts.
7.1The customer is liable for and indemnifies Aviation Engines, its employees, agents and subcontractors against any loss or damage of Aviation Engines in connection with any act or omission or breach by the Customer of these credit terms
7.2 The indemnity is a continuing obligation and remains in full force and effect until all money owing contingently or otherwise, under this indemnity has been paid in full.
8.1 The Customer authorises Aviation Engines to make lawful enquiries for the purposes of the application and during the currency of the credit facility in order for Aviation Engines to satisfy itself as to the credit worthiness of the Customer. The Customer agrees to provide signed written authorities to any third
party for this purpose on request from Aviation Engines.
8.2 The Customer acknowledges and agrees that Aviation Engines may use the Customer’s and any of its guarantor’s personal information in connection with the contract, and without using such information Aviation Engines may not be able to provide or continue to provide any credit facility which the
Customer has or may have at any time with Aviation Engines.
8.3 The Customer has the right to access any personal information collected about it and may request Aviation Engines to access or change any such personal information which Aviation Engines holds.
8.4 The Customer authorises Aviation Engines to:
(a) for the purpose of Aviation Engines assessing the application (including any guarantee) or reviewing any existing credit facility, obtain credit information or any report about the Customer’s commercial activities or credit worthiness from a credit reporting agency, or any business which provides information about the credit worthiness of a person or any entity in relation to credit provided by Aviation Engines.
(b) use, disclose, or exchange with credit providers named in the application, credit providers that may be named in a credit report issued by a credit reporting agency, credit reporting agencies, and/or any collection agent of Aviation Engines or its related parties information about the Customers credit arrangements, including any information about the Customer’s credit worthiness, credit standing, credit history, or credit capacity that such entities are allowed to give or receive from each other under the privacy act.
The Customer authorises Aviation Engines to disclose personal information about the Customer under the Privacy Act 1988 including:
(a) details to identify the customers
(b) the fact that a credit application has been made; the amount of that credit, and the fact that Aviation Engines is a credit provider to the Customer
(c) payments which become overdue
(d) advise that payments previously notified as unpaid are no longer overdue
(e) cheques drawn by the Customer in excess of $100.00 that have been dishonoured more than once
(f) in specified circumstances, that in the opinion of Aviation Engines that the Customer has committed a serious credit infringement, and
(g) the credit provide to the Customer by Aviation Engines has been paid or otherwise discharged
Aviation Engines may amend these credit terns by providing the Customer with 14 days written notice, and they will then be binding unless the Customer notifies Aviation Engines that it objects in writing within that time.
Aviation Engines may, but the Customer must not without Aviation Engine’s prior written approval, assign, novate, transfer, mortgage, pledge, charge or otherwise encumbered the credit terms or any other payment or any other benefit or interest it has under this contract.
11.1 The Customer must notify Aviation Engines in writing of any;
(a) change in it management or structure within 7 days of the change.
(b) material adverse change in its financial status.
11.2 If the Customer entering into these credit terms constitutes more than one person, then liability for each of those persons is joint and several.
11.3 This contact binding on the Customer both personally and as trustee of any trust of which the Customer is a trustee.
11.4 Notices including by email shall be deemed received on the earlier of actual receipt, a reply, notice of receipt, or a period of three days after issue without the issuer having received notice of non-receipt or failed delivery.
11.5 The Customer must promptly do all further acts and deliver all further documents required by any law or reasonably requested by Aviation Engines to give effect to the contract.
11.6 If any term or provision of these credit terms is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision will be severed from this agreement and the remaining terms and conditions will be unaffected.
11.7 Despite any contrary rule or implication of law, all contracts between Aviation Engines and the Customer will be deemed to be made in South Australia, pursuant to South Australian laws. Any dispute resolution will take place in South Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of South Australia.
Aviation Engines Terms and Conditions of Credit 19th October 2019