Before you rely on this document: this is a draft prepared to give ToolDrop a solid starting set of trade account terms. It has not been reviewed by a lawyer. Because it creates real legal obligations — including a personal guarantee, a right to charge interest, and a security interest under the Personal Property Securities Act — you should have a solicitor review and, where needed, adjust this document before you rely on it to extend credit. In particular, a solicitor should confirm the guarantee clause is executed in a way that's enforceable (this may require it to be signed as a deed and/or witnessed, which an online tick-box alone will not satisfy).

ToolDrop Trade Account Terms and Conditions

Thomas Allison T/As ToolDrop · ABN 15 697 519 130

1. Definitions

In these Terms, "ToolDrop", "we", "us" and "our" means Thomas Allison trading as ToolDrop (ABN 15 697 519 130). "Applicant", "you" and "your" means the business applying for or holding a ToolDrop Trade Account. "Guarantor" means the individual(s) who personally guarantee the Applicant's obligations under these Terms. "Goods" means any building materials, consumables or other products supplied by ToolDrop. "PPSA" means the Personal Property Securities Act 2009 (Cth).

2. Applying for an Account

Submitting a Trade Account application does not guarantee approval. ToolDrop may approve, decline, or approve an application on modified terms (including a different credit limit or payment terms than requested), entirely at its discretion, and is not required to give reasons for a decline. ToolDrop may ask for further information or documentation before approving or continuing an account.

3. Credit Limit and Payment Terms

Any credit limit and payment terms (for example cash on delivery, or a 7, 14 or 30 day account) are set by ToolDrop in writing once an application is approved, and may differ from what was requested. ToolDrop may vary a credit limit or payment terms at any time by giving you reasonable written notice, and may require immediate payment of any amount that exceeds an approved credit limit.

4. Invoices and Payment

You must pay each invoice in full by its due date, using the payment method ToolDrop accepts at the time. You must notify ToolDrop in writing of any dispute about an invoice within 7 days of the invoice date; otherwise the invoice is treated as accurate and accepted. Payments you make will be applied first to any overdue amounts, then to the oldest outstanding invoice, unless ToolDrop agrees otherwise in writing.

5. Late Payment

If an invoice is not paid by its due date, ToolDrop may, without giving up any other right it has: charge interest on the overdue amount at 10% per annum, calculated daily from the due date until paid; charge a reasonable administration fee to cover the cost of following up late payment; suspend your account, meaning no further orders will be accepted, until the account is brought up to date; and/or engage a debt collection agency or lawyer to recover the debt, in which case you agree to pay ToolDrop's reasonable costs of doing so, including legal costs.

6. Pricing and Availability

Prices are those current at the time of your order and include GST unless stated otherwise. ToolDrop may change prices at any time to reflect changes in its own supply costs, but a price change will not apply to an order you have already placed and had confirmed. Product availability is not guaranteed, and ToolDrop is not liable for delay or non-delivery caused by a supplier being out of stock.

7. Delivery

Delivery windows given by ToolDrop are estimates, not guarantees, and ToolDrop is not liable for loss caused by a reasonable delay in delivery. Once Goods are delivered to the address you provided, or collected by you or your representative, risk in those Goods (for example, loss or damage) passes to you. If nobody is available to accept delivery, ToolDrop may leave the Goods at the site at your risk, or charge a reasonable fee to redeliver.

8. Retention of Title

Ownership of Goods does not pass to you until ToolDrop has received full payment for those Goods, and for everything else you owe ToolDrop at that time. Until then, ToolDrop remains the legal owner of the Goods even though you may already have them on site, and you must not sell, use up in a way that's not part of your ordinary business, or grant any other person a security interest over those Goods. If your account is in default, ToolDrop may, on reasonable notice, enter the site where the Goods are located to recover them.

9. Returns and Claims

You should check Goods on delivery. Any claim that Goods are faulty, wrong, or damaged must be made in writing within 7 days of delivery, with enough detail for ToolDrop to assess it. Nothing in these Terms limits any right you have under the Australian Consumer Law that cannot lawfully be excluded (noting the Australian Consumer Law's consumer guarantees generally apply to goods acquired for business use only in limited circumstances, such as below a certain value).

10. Guarantee and Indemnity

Each Guarantor named in the application personally and unconditionally guarantees payment of everything the Applicant owes ToolDrop under these Terms, and agrees to indemnify ToolDrop for any loss ToolDrop suffers if the Applicant fails to pay. This guarantee continues even if the Applicant's business structure, ownership, or directors change, until ToolDrop agrees in writing to release the Guarantor. Where more than one Guarantor signs, each is liable for the full amount, not just a share of it, and ToolDrop can pursue any one Guarantor without first pursuing the others or the Applicant.

11. Security Interest (PPSA)

You acknowledge that these Terms, and the retention of title in clause 8, create a security interest in favour of ToolDrop over the Goods (and their proceeds) for the purposes of the PPSA, and you consent to ToolDrop registering that interest on the Personal Property Securities Register. You agree to do anything reasonably necessary (such as providing information) to help ToolDrop perfect or maintain that registration.

12. Credit Reporting and Privacy

To assess this application and manage your account, ToolDrop may collect, use, and disclose personal information about the Applicant's representatives and any Guarantor, including to and from trade referees, other credit providers, and credit reporting bodies, in line with the Privacy Act 1988 (Cth). This may include disclosing information about a default in payment to a credit reporting body. By applying, you and any Guarantor consent to this collection, use and disclosure for the purpose of assessing and managing this account.

13. Suspending or Ending Your Account

ToolDrop may suspend or close your Trade Account at any time, including for late or missed payment, if you provide false information in your application, or if ToolDrop reasonably believes continuing to extend credit is not appropriate. Ending your account does not affect any amount already owing, which remains due and payable, together with any interest and recovery costs under clause 5.

14. Liability

To the extent the law allows, ToolDrop's liability for a failure to comply with these Terms or a problem with Goods is limited, at ToolDrop's choice, to replacing the Goods, supplying equivalent Goods, or refunding the price paid. ToolDrop is not liable for indirect or consequential loss, including lost profits or delay costs, arising from a delayed or failed delivery.

15. Changes to These Terms

ToolDrop may update these Terms from time to time by giving you reasonable written notice (including by email). Continuing to use your Trade Account after that notice means you accept the updated Terms. The version of these Terms in force at the time of an order applies to that order.

16. Governing Law

These Terms are governed by the laws of New South Wales, and you submit to the non-exclusive jurisdiction of its courts.

17. Acceptance

By submitting a Trade Account application, the Applicant and each Guarantor confirm the information provided is true and correct, and agree to be bound by these Terms.

Questions about these Terms? Contact ToolDrop at support@tooldrop.au or 0412 259 254.