Terms & Conditions

TERMS AND CONDITIONS OF SALE

Unless otherwise agreed in writing with Pompei Fruit & Vegetables Wholesale Pty Ltd (ACN 615 405 868) of 6 Maxwell Street, Dandenong Victoria 3175 (Pompei) its agents or assigns or related entities, that these Terms & Conditions (Terms) apply to the sale of Goods to the Customer.
1. DEFINITIONS
In the following Terms & Conditions of Sale (Terms):
Corporations Act means the Corporations Act 2001 (Cth);
Costs means all costs or related charges incurred by the Customer and all monies payable by the Customer to Pompei in relation to the supply of Goods;
Customer means the person, firm, business, partnership, trust or corporation (jointly and severally if there is more than one, and their agents or assigns or related entities) who acquire the Goods from Pompei;
Goods means the Goods, consumables and any services including the supply of (as required):

(a) any fruit, vegetables, grocery items or any other product supplied to the Customer by Pompei; and
(b) the supply of inventory (as defined by the PPSA);

PPSA means the Personal Property Securities Act 2009 (Cth), as amended from time to time and the terms contained therein; Receiver means a receiver or receiver and manager appointed by Pompei as the secured party under this Agreement or any other contract with the Customer and any person who derives a right directly or indirectly from any Receiver;
Security Agreement or Contract means this contract or any other relevant agreement between the parties in relation to the provision of credit or for the sale of Goods.

2. SUPPLY OF GOODS

2.1 These Terms replace any existing terms between the Parties and apply to all agreements (including any existing arrangements at the date of this agreement) for the supply of Goods by Pompei and are varied or excluded only where such variation or exclusion is in writing and signed by an authorised employee of Pompei.
2.2 These Terms are binding on the Customer with respect to all Goods ordered by it, Goods supplied or agreed to be supplied by Pompei, the provision of credit by Pompei in relation to such Goods, and each contract whether written or verbal between Pompei and the Customer.
2.3 Where the Customer has agreed to purchase the Goods from Pompei, these Terms will be incorporated into every subsequent agreement for purchase (including all purchases of consumables by the Consumer for use with the Goods if applicable) by the Customer from Pompei unless specifically varied or excluded by Pompei.
2.4 Any purchase order (Order) placed by the Customer with Pompei constitutes an offer to purchase the Goods. Notwithstanding any prior communication between Pompei and the Customer, there will be no obligation by Pompei to accept an offer to purchase Goods made by the Customer.
2.5 Pompei may make its acceptance of a Customer’s Order conditional upon receiving a satisfactory credit assessment or where determined by Pompei, deposit payment from the Customer.
2.6 The Customer’s Order may be accepted either by issue to the Customer of a confirmation or order or by delivery of the Goods.
2.7 If there is any inconsistency between an Order or other request and these Terms, these Terms prevail unless the variation is accepted in writing by Pompei.
2.8 Pompei will, upon supplying the Goods to the Customer, provide the Customer with an invoice in respect of the Goods.
2.9 If there is any variation to any of the information supplied by the Customer to Pompei (including as to the structure or nature

of the Customer’s business) the Customer must notify Pompei in writing as soon as practicable.
2.10 Any terms and conditions specified by the Customer are expressly rejected. The Customer acknowledges that these Terms

will govern all Contracts or Security Agreement (s) between the parties whether individually or collectively.
2.11 Pompei may vary these Terms from time to time.

3. PRICING & PAYMENT

3.1 The price for Goods is the price specified in the invoice provided to the Customer by Pompei and unless specified otherwise excludes GST.
3.2 Pompei may change the price for Goods at any time due to fluctuations in the market prices of fruit, vegetables, grocery items or any other product supplied to the Customer by Pompei.

TERMS AND CONDITIONS OF SALE

3.3 The prices specified for Goods may at Pompei’s option be altered to reflect additional charges at the time of delivery.
3.4 Any variations to the price as a consequence of currency fluctuations, GST, taxes, customs duty or other imposts, will be to

the Customer’s account.
3.5 Pompei may vary the purchase price for the Goods and if:
1. (a) the Customer requests any variation to the Contract; or
2. (b) there are any changes in the costs incurred by Pompei in relation to the Goods.
3.6 Pompei will be entitled to set off against any money owing to the Customer by amounts owed to Pompei.

4. DELIVERY

4.1 Any times or dates quoted for delivery are estimates only and Pompei will not be liable for any loss or damage suffered by the Customer or any third party for failure to deliver or for delay in delivery of Goods. The Customer will not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery.
4.2 Any date for supply or delivery of Goods by Pompei specified in a Contract, invoice or written or oral representations is an estimate only and is not a contractual commitment.
4.3 Delivery by Pompei to the Customer will be conclusive evidence of the Customer’s acceptance of the Goods delivered
4.4 Pompei reserves the right to deliver Goods by multiple deliveries and Pompei may invoice the Customer for the Goods

provided in instalments.
4.5 The Customer indemnifies Pompei against any loss or damage suffered by Pompei, its sub-contractors or employees as a

result of delivery, except as excluded by law.

5. ACCOUNT TERMS

5.1 The Customer will pay Pompei all Costs within the time frame set out in the invoice, unless otherwise agreed in writing, without reduction or deferment on account of any claim, counterclaim or setoff, or alternatively, pay Pompei all charges on a COD basis (i.e. payment prior/upon receiving the Goods).
5.2 The Customer acknowledges that time for payment to Pompei is of the essence.
5.3 The Customer agrees to pay for all Goods delivered in accordance with the terms agreed and stated on the invoice.
5.4 Any credit extended to the Customer for Goods sold will be made in accordance with the credit terms as agreed by Pompei at

the time the Customer’s account is established or as subsequently altered by Pompei.
5.5 Pompei may withdraw the Customer’s credit facilities at any time or vary the Customer’s credit limit, without notice to the

Customer.
5.6 In the event of Pompei instructing its solicitors to collect an overdue amount, all legal fees, collection charges and tracing

agents fees as between solicitor and Pompei will be borne by the Customer and all payments made will first be allocated

towards such fees and charges thereafter to interest and finally to capital.
5.7 Pompei may allow the Customer to purchase and continue to purchase Goods as long as the total of the Customer’s account

does not exceed its pre-approved account limit.
5.8 The Customer must provide Pompei with satisfactory written trade references and/or a satisfactory trade or status report

from a credit rating agency acceptable to Pompei if requested.
5.9 Pompei may require additional references/reports from time to time and additional information if the Customer applies to

increase the Customer’s account limit.
5.10 The Customer acknowledges that Pompei may revoke any credit granted to the Customer at any time.

6. GOODS WARRANTY & LIMITATION OF LIABILITY

6.1 The Customer is entitled to all the rights that by the Australian Consumer Law (ACL) cannot be lawfully excluded from the

Agreement between Pompei and the Customer, but only to the extent these rights cannot be excluded
6.2 Unless otherwise stated in the Terms, Pompei is not liable to the Customer in any way arising under or in connection with the

sale, use of, storage or any other dealings with the Goods by the Customer or any third party.
6.3 Pompei is not liable to the Customer or any third party in respect of any indirect or consequential loss or damage suffered or

incurred by the Customer or any third party except to the extent of any liability imposed by the ACL.

7. DEFAULT

7.1 If the Customer defaults in payment by the due date of any amount payable to Pompei, then all money which would become payable by the Customer to Pompei at a later date on any account, becomes immediately due and payable without the

TERMS AND CONDITIONS OF SALE

requirement of any notice to the Customer, and Pompei may, without prejudice to any of its other accrued or contingent rights:

(a) charge the Customer interest at the annual rate of 3% above the Reserve Bank of Australia’s Cash Rate, calculated daily and compounded weekly from the due date until the date of payment in full;
(b) charge the Customer for, and the Customer must indemnify Pompei from, all costs and expenses (including without limitation all legal costs and expenses, collection costs, dishonour fees and stamp duty if applicable) incurred by Pompei resulting from the default, or in taking action to enforce compliance with the Contract;
(c) terminate any credit arrangement and these Terms;
(d) withhold for such period as Pompei thinks fit, any further deliveries of Goods to the Customer; and
(e) by written notice to the Customer, terminate any uncompleted Contract with the Customer.

7.2 This clause 7 may also be relied upon, at Pompei’s option, where the Customer becomes bankrupt or insolvent or enters into any scheme of arrangement or has a liquidator, administrator or similar functionary appointed in respect of its assets.

8. TERMINATION

8.1 In addition to the rights of termination provided in the above clauses, Pompei may terminate the Agreement upon the occurrence of any of the following events:

(a) failure by the Customer to perform any obligation of this Agreement where such failure is not rectified within thirty (30) days of notice from Pompei requesting rectification;
(b) a receiver or receiver and manager of the Customer’s assets, income or business or any part thereof is appointed or a mortgagee goes into possession;
(c) where Pompei appoints a receiver of the Customer’s assets, income or business or any part thereof is appointed by Pompei in relation to the monies or debts owed by the Customer;
(d) the Customer fails to pay its debts as they fall due, ceases or threatens to cease to carry on business;
(e) the Customer purports to assign its rights under this Agreement; or
(f) any event that occurs outside the reasonable control of Pompei which in Pompei’s estimate makes it impracticable or

impossible for Pompei to fulfil its obligations under this Agreement.

9. PROPERTY AND RISK

9.1 The Goods will be at the sole risk of the Customer as soon as it is delivered or deemed to be delivered.
9.2 The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third

parties, arising out of the use or possession of the Goods.
9.3 The Customer indemnifies the Pompei against any claim, liability, damage or injury relating to the Goods.
9.4 Until Pompei receives full payment for all obligations owing in relation to any Goods supplied to the Customer:
1. (a) property in and title to the Goods remain vested in Pompei and will not pass to the Customer;
2. (b) the Customer holds the Goods as bailee for Pompei;
3. (c) the Customer must store the Goods separately from its own Goods where possible;
4. (d) Pompei has a continuing security interest in any Goods supplied to the Customer which are then on sold to a third party
  
  or any proceeds derived from those sales;
5. (e) the Customer must hold the proceeds of sale of the Goods on trust for Pompei; and
6. (f) Pompei may, without notice, enter any premises where it suspects the Goods may be located, and remove the Goods.
  
  The Customer irrevocably licenses Pompei to enter such premises and indemnifies Pompei from and against all costs, claims, demands or actions by any party arising from such action for this purpose.

10. PERSONAL PROPERTY SECURITIES ACT

10.1 Unless the context requires otherwise, terms and expressions used in this clause have the meanings given to them in, or by virtue of, the PPSA.
10.2 The Customer acknowledges and agrees that these Terms create an accepted and ongoing Security Agreement for the purposes of the PPSA in relation to each and every Order or delivery between Pompei and the Customer.
10.3 The Customer grants Pompei a security interest in the following collateral:
1. (a) all present and after acquired property of the Customer;
2. (b) all Goods previously supplied by Pompei to the Customer and any proceeds derived from those Goods; and
3. (c) all Goods to be supplied in the future by Pompei to the Customer and any proceeds derived from those Goods;

TERMS AND CONDITIONS OF SALE

10.4 This security interest secures all moneys owing by the Customer to Pompei, whether under these Terms or otherwise.
10.5 The Customer acknowledges and agrees that the security interests granted are continuing and subsisting interests over

collateral, with priority over any registered or unregistered general (or other) security interest and any unsecured creditor.
10.6 The Customer acknowledges that the security interests granted over Goods and their respective proceeds constitute a

purchase money security interest (PMSI) for the purposes of the PPSA.
10.7 The Customer agrees that Pompei may register multiple registrations including ALLPAPs or PMSIs or any third parties to

whom the Customer may on sell the Goods.
10.8 The Customer will do everything reasonably required of it by Pompei to enable Pompei to register its security interests with

the priority Pompei requires and to maintain those registrations including:
1. (a) signing any documents and/or providing any information which Pompei may reasonably require to register a financing
  
  statement or a financing change statement on the PPSR in relation to a security interest; and
2. (b) correcting a defect in a financing statement or registration.
10.9 The security interests arising under this Agreement will be perfected prior to, on delivery or within a time contemporaneous with the delivery of the Goods.
10.10 Pompei does not need to give the Customer any notice under the PPSA (including notice of the financing statement or verification statement) unless required by the PPSA.
10.11 Any time the Customer makes a payment to Pompei, irrespective of whether the payment is made under or in connection with this Agreement, Pompei may apply that payment:
1. (a) first to satisfy an obligation that is not secured;
2. (b) second, to satisfy an obligation that is secured, but not by a PMSI;
3. (c) third, to satisfy an obligation that is secured by a PMSI for that obligation and using proceeds from the sale of the collateral subject to that PMSI;
4. (d) fourth, to satisfy an obligation that is secured by a PMSI using funds or proceeds from any source; or
5. (e) despite the foregoing, any manner Pompei as the secured party sees fit.
10.12 For the avoidance of doubt and without prejudice to Pompei’s rights under the PPSA, the Customer:
1. (a) may process the Goods supplied by Pompei to the Customer and accession or commingle them with other property in which case Pompei will have a security interest in any processed, accession or commingled Goods;
2. (b) may sell the Goods to its Customers and the Customer is obligated to notify the third party that Pompei has a priority security interest in the Goods and the proceeds of sale;
3. (c) which is not extinguished until all payments or obligations owing to Pompei are met in full; and
4. (d) will, where and when applicable and instructed by Pompei, implement, maintain and comply in all material respects with, procedures for the perfection of security interests, including taking all steps under the PPSA to perfect
  
  continuously any such security interest.
10.13 If Chapter 4 of the PPSA would otherwise apply to the enforcement of the security interests created under these Terms, the

Customer agrees that sections 95, 120, 121(4), 125, 128, 129, 130, 132, 134, 135, 142, 143 and 157 of the PPSA will not apply

to the enforcement of those security interests.
10.14 The Customer agrees not to disclose to an 'Interested person' (as defined in section 275(9) of the PPSA) or any other person,

any Information of the kind described in section 275(1) of the PPSA including these Terms as the Security Agreement between

the Customer and Pompei.
10.15 The Customer agrees to keep and maintain all Goods free of any mortgage, charge, lien, or security interest except as created

under these Terms and not otherwise to deal with Goods in a way that will, or may, prejudice the rights of Pompei under

these Terms or the PPSA.
10.16 The Customer irrevocably grants to Pompei the right to enter any premises or property of the Customer without notice, and

without being in any way liable to the Customer or any other person, if Pompei has cause to exercise any of its rights under the PPSA, and in particular under section 123, and the Customer agrees to indemnify Pompei against any such liability whatsoever.
10.17 The Customer’s right to possession of Goods still owned by Pompei under these Terms will cease if:
1. (a) the Customer, being an individual, commits an act of bankruptcy;
2. (b) the Customer, being a corporate entity, commits an act of insolvency;
3. (c) the Customer fails to comply with any demand for payment issued by Pompei;

TERMS AND CONDITIONS OF SALE

(d) circumstances arise where a receiver, manager, administrator or controller becomes entitled to take possession of any of the Customer’s assets, any proceedings are instituted for winding up, or the Customer enters into a Deed of Company Arrangement; or
(e) the Customer ceases or threatens to cease conducting business in the normal manner or applied for deregistration or receives a deregistration notice; or
(f) the Customer is in breach of any of these Terms or is in default of any other agreement with Pompei.

10.18 The Customer agrees that Pompei is entitled to enter any premises where the Goods supplied by Pompei are still unpaid for, repossess and sell such Goods. The Customer agrees to indemnify and keep Pompei indemnified in respect of any claims, actions and costs that may arise against Pompei in relation to the removal, repossession and sale of the Goods pursuant to

these Terms including any claims brought by third parties.
10.19 The Customer agrees that repossession of the Goods pursuant to the PPSA will only satisfy so much of the monies which may

still be payable to Pompei by the Customer, and is equivalent to Pompei’s estimation of the market value of the Goods as it is at the date of repossession. On repossession of the Goods by Pompei, any rights the Customer may have to the Goods will immediately extinguish.
10.20 Until any obligations owed to Pompei by the Customer are discharged in full, the Customer must not give Pompei a written demand or allow any other person to give Pompei a written demand requiring Pompei to register a financing change statement under the PPSA or enter into or allow any other person to enter into the PPSR, a financing change statement.
10.21 In addition to any other rights provided by law or under any other transaction document, at any time after an event of default has occurred:
1. (a) each security interest arising under this Agreement or any collateral becomes immediately enforceable;
2. (b) Pompei may at any time, by notice to the Customer, declare all or part of the secured money to be due and payable
  
  immediately, on demand or at a later date as Pompei may specify in the notice, and
3. (c) Pompei:
  1. (i) may, in the name of the Customer or otherwise, at any time, do anything that the Customer, or if the Customer is a corporation or trust, its directors or trustee (as the case may be), could do in relation to the collateral;
  2. (ii) has all other rights conferred by law in relation to the collateral; and
  3. (iii) may appoint one or more Receivers, and may do anything that a Receiver may do under clause 11.

11. APPOINTMENT OF RECEIVER

11.1 Pompei may appoint any one or more persons as Receiver to any part of the collateral (the Goods) in addition to and without prejudice to any of its other rights:
1. (a) if the Customer requests Pompei do so;
2. (b) at any time after an event of default occurs; or
3. (c) if Pompei, in its sole discretion, believes that any collateral is at risk of being seized, becoming subject to a security
  
  interest or otherwise being dealt with in a manner inconsistent with the terms of this Agreement.
11.2 In exercising the power to appoint a Receiver, Pompei may:
1. (a) appoint a Receiver under clause 13.1(a) either before or after it has taken possession of the collateral and either before or after any order has been made or a resolution passed for the winding up of the Customer;
2. (b) appoint a different Receiver for different parts of the collateral;
3. (c) if more than one person is appointed as Receiver of any part of the collateral, empower them to act jointly or jointly and
  
  separately; or
4. (d) remove the Receiver, appoint another in substitution if the Receiver is removed, retires or dies.
11.3 Pompei may appoint any person or any 2 or more persons jointly or jointly and separately as its agent to exercise any of its rights under this Agreement, in which case the provisions of clauses 13.1 and 13.2 apply as if the agent was a Receiver.
11.4 If Pompei appoints a Receiver as the agent of Pompei, Pompei may delegate to the Receiver any of Pompei’s rights under this

Agreement.
11.5 A Receiver appointed by Pompei has the right in relation to any property in respect of which the Receiver is appointed to do

everything that the Pompei may authorise an agent to do on behalf of the Customer in relation to the Goods( the property) and, without limitation, a Receiver may in relation to that property exercise:
1. (a) the rights capable of being conferred on receivers and receivers and managers by the PPSA and the laws of any relevant jurisdiction;
2. (b) the rights of the Customer and the directors of the Customer;

11.6 11.7

12.

12.1

12.2

12.3

12.4 12.5

13.

13.1

13.2

13.3

14.

14.1

TERMS AND CONDITIONS OF SALE

(c) if the Customer is not a corporation to which the Corporations Act applies, the rights that the law would allow a Receiver to do if the Customer was a corporation incorporated under the Corporations Act; and

(d) any other rights Pompei may by notice to a Receiver give to a Receiver.
Pompei may by notice to a Receiver at the time of a Receiver’s appointment or any subsequent times give any rights to a Receiver that Pompei determines.

The interpretation of any right or power set out in this clause 13 is not restricted by reference to or interference from any other right or power.

FORCE MAJEURE

Pompei will not be liable for any loss or damage suffered by the Customer due to any delay or any breach or default under this Agreement in circumstances where such delay, breach or default results from causes beyond Pompei’s reasonable control including but not limited to acts of God, fires, flood, adverse weather, strikes, lockouts, factory shutdowns or alterations, embargoes, wars, riots, delay or shortage in transportation.

Any delay resulting from such cause will immediately extend the date for the performance by Pompei of any obligation under this Agreement by the period of delay in which event the Customer will take, if necessary, steps to secure payment for the Goods.
Any indulgence, latitude or extension of time which Pompei may show towards the Customer in relation to any of the provisions of the Agreement or any other matter or thing relating thereto or arising therefrom will not in any way prejudice or interfere with Pompei’s rights under the Agreement and will not be claimed to constitute a waiver thereof.

The Customer acknowledges that no oral terms or representations form part of this Agreement unless acknowledged by Pompei or where stated in writing prior to entering the Agreement.
Any notice to be given to a party will be in writing and will be sent by post, email or fax to the address of that party as shown in the quotation, Order or confirmation of order or as subsequently notified by that party to the party giving the notice and will be deemed to have been given at the time it would have been received in the normal course of post and if otherwise given at the time it was actually received.

DISPUTE RESOLUTION

Prior to the institution of any legal proceedings, or any referral to arbitration, any dispute, controversy or claim arising out of or relating to this agreement or the breach, termination or invalidity of it will first be the subject of mediation administered by the Australian Commercial Disputes Centre Limited (ACDC).
In the event that the dispute, controversy or claim has not been resolved within twenty-eight (28) days after the appointment of a mediator (or such other period as agreed to in writing between parties), the dispute, controversy or claim, at the election of either party, may be submitted to arbitration, administered by ACDC.

Any mediation or arbitration meetings and proceedings will be held in Melbourne, Victoria.

CUSTOMER GUARANTEES AND TRUSTS

Where the Customer and Guarantor(s) have requested that Pompei supply Goods to the Customer and Pompei has agreed to do so in consideration of the guarantee and indemnity provided by the Guarantor(s):

(a) the Guarantors jointly and severally, unconditionally and irrevocably guarantee to Pompei the due and punctual payment by the Customer of the secured money and the performance of all other obligations of the Customer to Pompei under these Terms;
(b) the Guarantors jointly and severally, unconditionally and irrevocably indemnify Pompei against, and must pay Pompei on demand the amount of, all liability, loss or damage arising directly or indirectly from, and any costs, charges or expenses incurred in connection with, a failure by the Customer to pay the secured money when due, or any other breach of an obligation owed by the Customer to Pompei under these Terms; and
(c) any guarantee and indemnity is continuing and is not discharged by any one payment.

18.1Where applicable, to secure payment of the secured money and performance of the Customer's obligations to Pompei,

the Customer and Guarantors where applicable and agreed with Pompei, charge all of their legal and equitable interest (including as beneficial owner, both present and future) of whatsoever nature held in any and all real property in favour of Pompei.

This Agreement also applies if the Customer is a Trustee and whether or not Pompei has notice of the Trust.

14.2

TERMS AND CONDITIONS OF SALE

14.3 The Customer agrees that even though it enters into these Terms as Trustee of a Trust, the Customer will also be liable personally for the performance and observance of every term or covenant to be observed and performed by the Customer, whether express or implied in these Terms.
14.4 The Customer warrants that it has complete, valid and unfettered power to enter into these Terms pursuant to the provisions of a Trust where applicable and warrants that the Customer's entry into these Terms is in the due administration of the Trust.
14.5 The Customer covenants it has an unrestricted and unlimited right of indemnity against the property of the Trust.
14.6 The Customer will hold the proceeds of sale of the Goods on trust for Pompei.
14.7 The Customer will not, without Pompei’s prior written consent:
1. (a) resign or be removed as Trustee of the Trust or appoint or allow the appointment of a new or additional Trustee of the Trust;
2. (b) amend or revoke any of the terms of the Trust;
3. (c) vest or distribute the property of the Trust or advance or distribute any capital of the Trust to a beneficiary or resettle
  
  any of the property of the Trust;
4. (d) permit a beneficiary to have the use, occupation, employment or possession of the property of the Trust;
5. (e) do or permit or omit to do an act or thing in breach of the Trust or which would permit the Trustee to be removed as
  
  Trustee of the Trust;
6. (f) exercise or permit or allow to be exercised a power to change the vesting date of the Trust or provide for an early
  
  determination of the Trust;
7. (g) lend any money, give any guarantee or incur any debt other than in the ordinary course of business of the Trust; or
8. (h) pay any of the income of the Trust to any beneficiary of the Trust if such payment will prejudice or affect the Customer's
  
  ability to pay all moneys due to Pompei.
14.8 Where a director, partner, trustee, proprietor or owner (Owner) uses or authorises the use of their signature in whatever

form (such as electronically), including approving an authorised person to apply the Owner’s signature to a document, or leaving an authorised person with the Owner’s email address to provide authorisation to Pompei, the Owner acknowledges and agrees that they:
1. (a) have full knowledge of the Terms and all material circumstances related to or as stated in this application and any other agreement between the Customer and Pompei;
2. (b) have provided the requisite authority and consent for the use of their signature or email address;
3. (c) acknowledge that Pompei will rely on any signature or email received from the Customer as having been used or applied full and complete authority (express, implied or ostensible); and
4. (d) understand the nature and effect of the Terms, and any other agreement between the Customer and Pompei.
14.9 The Customer agrees that Pompei may treat any document on which an electronic signature of the Customer appears as having been duly signed and executed by the Customer.
14.10 The Customer warrants that all information provided to Pompei is true and correct and acknowledges that Pompei has relied upon and has been induced on this basis to grant credit and/or deal with the Customer and the Guarantors under these Terms. If any information provided is incorrect or false, Pompei reserves all its rights.
14.11 The rights and obligations of Pompei and the Customer under these Terms will be binding on, and will be of benefit to, each of the parties’ successors, permitted assigns, heirs, executors and administrators.

15. MISCELLANEOUS

15.1 Pompei’s failure to enforce any of these Terms will not be construed as a waiver of any of Pompei’s rights.
15.2 If any of these Terms are unenforceable, it will be read down to be enforceable or, if it cannot be read down, the term will be

severed from these Terms without affecting the enforceability of the remaining Terms.
15.3 A notice must be in writing and handed personally or sent by fax, email or prepaid mail to the addressee. Notices sent by mail

are deemed to be received 5 days after posting.
15.4 Notices sent by fax or email are deemed received on confirmation of transmission.
15.5 Where a Director/Partner or proprietor of the Customer uses or authorises the use of his or her signature in whatever form,

including approving an authorised person (including any employee) to apply his or her signature to the Credit Application or any other agreement, or leaving an authorised person with his or her email address and password in order to provide authorisation to Pompei, the Director/Partner or proprietor acknowledges and agrees that he/she:

TERMS AND CONDITIONS OF SALE

(a) has full knowledge of the Terms and all material circumstances related to or as stated in the Credit Application or any other agreement between the parties;
(b) has provided the requisite authority in whatever form for the use of his or her signature for the express purposes of agreement between the parties;
(c) acknowledges that Pompei has relied upon that signature as having been duly signed with full and complete authority (express, implied or ostensible) by the director/partner or proprietor; and
(d) understands the nature and effect of the Credit Application, these Terms and any other agreement between the parties.

15.6 The Customer agrees that Pompei may treat any document on which an electronic signature of the Customer appears as having been duly signed and executed by the Customer, and that the Customer has full knowledge of the obligations

contained within this Agreement.
15.7 The rights and obligations of Pompei and the Customer under these Terms will be binding on, and will be of benefit to, each

of the party’s successors, permitted assigns, heirs, executors and administrators.
15.8 The law of Victoria from time to time governs these Terms.
15.9 To the extent of any discrepancy between these Terms and any third party (including the Customer’s own) Terms, these

Terms prevail.
15.10 These Terms constitute the entire Agreement (including Security Agreement) between the parties and no amendment or

variation will be of any force and effect unless in writing and signed by both Pompei and the Customer.

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