NET 30 TERMS AND CONDITIONS
- General Terms
1.1 In these terms (“Net 30 Terms”), a term or phrase capitalised in these Net 30 Terms has the same meaning as in our Buyer Terms unless expressly stated otherwise.
1.2 The Net 30 Offer (defined below in clause 2) is subject to our standard Buyer terms and conditions available at https://www.tradesquare.com.au/buyerterms/ (“Buyer Terms”). You should read both these Net 30 Terms and the Buyer Terms carefully. By using or attempting to use the Net 30 Offer, you agree to accept and be bound by these Net 30 Terms and the Buyer Terms.
1.3 You acknowledge and agree that you have read and understand and agree to the Net 30 Terms for the operation, establishment and use of a business credit account (“Account”).
- Net 30 Credit Offer
2.1 Subject to these Net 30 Terms, a Buyer will have access to a limited “Net 30” line of credit, pursuant to which TradeSquare will cover the upfront costs of the Buyer’s order and the Buyer will not be charged for the items until 30 days after the date of order on the TradeSquare platform (“Net 30 Offer”).
2.2 The Net 30 Offer will apply to each order placed on the TradeSquare platform, until the Credit Limit (defined below in clause 5) is reached.
2.3TradeSquare has the right to amend, cancel or change the Net 30 Offer at any time without notice and in its sole discretion.
3.1 While the Net 30 Offer is extended to all Buyers, access to the Net 30 Offer will only apply if TradeSquare approves the Buyer’s application provided for on the TradeSquare Platform (“Application”). Such approval will create a contract between the Buyer and TradeSquare based on these Net 30 Terms.
3.2 For the purposes of assessing the Buyer’s Application, the Buyer authorises TradeSquare to make such enquiries as Tradesquare may require to be satisfied as to the creditworthiness of the Buyer. To this extent, the Buyer acknowledges and agrees that TradeSquare may:
(a) provide confidential information about the Buyer to an accredited third party to assess the Buyer’s creditworthiness;
(b) request references from the Buyers bank or other credit providers, credit bureaux or mercantile agencies; and
(c) require the Buyer to link their point-of-sale system or accounting system or bank to verify the Buyer’s business, as TradeSquare requires from time to time.
3.3 TradeSquare may accept, reject or add conditions to the application for credit made. The Buyer agrees that it is not entitled to any credit unless and until it receives notice in writing from TradeSquare that credit has been approved.
- Minimum Spend Threshold
4.1 TradeSquare reserves the right to require the Buyer to spend a minimum dollar amount per year to obtain products on the TradeSquare platform on credit (“Minimum Spend”).
4.2 The Minimum Spend for a Buyer will be provided for [on the TradeSquare platform.
- Credit Limit
5.1 TradeSquare will specify the maximum amount that may be charged to a Buyer as credit over a 30 day period (inclusive of GST) (“Credit Limit”). The Credit Limit may be reviewed and altered by TradeSquare at any time in their sole discretion.
5.2 The Credit Limit for a Buyer will be provided for in your Account details.
5.3 Once an invoice has been paid, that amount is returned to the Buyer’s Credit Limit and the Buyer can continue to place more orders under the Net 30 Offer so long as the Credit Limit is not exceeded (see clause 6).
5.4 The Credit Limit for a Buyer is constantly subject to change and TradeSquare can either alter a Buyer’s Credit Level or remove their access to the Net 30 Offer at any time. In assessing a Buyer’s Credit Limit, TradeSquare may (but is not obliged to), consider the Buyer’s purchasing behaviour over time by looking at, amongst other items:
(a) the timeliness of the payment of invoices;
(b) maintenance of healthy return rates;
(c) returning items in good condition;
(d) utilising the Buyer’s existing, available terms; and / or
(e) the Buyer linking their point-of-sale system and/or bank to TradeSquare.
5.5 TradeSquare may, on request in writing by the Buyer, also agree in writing alter the Credit Limit. Following such a request, TradeSquare may:
(a) require additional data from the Buyer; or
(b) request an additional credit check be performed on the Buyer,
to assess whether to alter the Buyer’s Credit Limit. TradeSquare makes no promises as to whether it will amend the Credit Limit and the time it will take to processes such a request.
- Exceeding the Credit Limit
6.1 The Buyer agrees that the Credit Limit is a maximum limit, and the Buyer is required to ensure at all times that the aggregate amount of all outstanding invoices issued by TradeSquare to the Buyer is less than the Credit Limit.
6.2 If the aggregate amount of all outstanding invoices reaches the Credit Limit, or a Buyer places an order that exceeds its Credit Limit, it may:
(a) elect to immediately pay for the order without accessing the Net 30 Offer;
(b) apply to ZIP Pay or other applicable finance providers to facilitate secure financing options; or
(c) request that TradeSquare increases its Credit Limit in accordance with clause 5.6.
- Instances where the Net 30 Offer does not apply
7.1 If a Buyer does not qualify for the Net 30 Offer or TradeSquare has rejected their Application, payment for products is due when an order is processed on the TradeSquare platform. Such payment will be processed automatically.
8.1 The Buyer must pay TradeSquare no later than 30 days from the date of the applicable order on the TradeSquare Platform (“Charge Date”), and failure to do so will result in a default of the Net 30 Offer.
8.2 Payment for any credit under the Net 30 Offer is to be provided for in accordance with the Buyer’s Terms. For the avoidance of doubt, we may rely on direct debit for payment as provided for in the Buyer’s Terms, unless otherwise specified by us in our sole discretion.
8.3 Where the Buyer has defaulted in its payment obligations under the Net 30 Offer, TradeSquare may:
(a) provide notice that all money payable to TradeSquare by the Buyer has become immediately due and payable;
(b) suspend access to the TradeSquare platform until it has received full payment;
(c) after five (5) days from the Charge Date, charge an additional $5 per day from the due date for payment until the date payment is received up to a limit of 15% of the total cost of the applicable order on which the Buyer has failed to repay by the Charge Date;
(d) drop or remove the Credit Limit for the Buyer; and
(e) deduct any amounts owing by the Buyer from any fee payable under any other contract.
8.4 The Buyer will be liable for all costs, charges and expenses incurred by TradeSquare in recovering any outstanding monies including debt collection agency fees, administration fees and legal costs (on a full indemnity basis) which are payable to TradeSquare on demand.
8.5 As noted in clause 5.4, we may, but are not obliged to, take into consideration early repayment as a factor in increasing your Credit Limit for future orders.
- Buyer Obligations and Warranties
9.1 The Buyer acknowledges and agrees that:
(a) it is responsible for and indemnifies TradeSquare against any unauthorised use of the Credit Limit and must notify TradeSquare of any unauthorised transaction immediately after it becomes aware of such transactions;
(b) it will not create multiple Accounts in order to circumvent the limits placed under the Net 30 Terms; and
(c) it will notify TradeSquare in writing as soon as practicable and in any event within three days of the occurrence of:
- a change in the legal status, ownership or control of the Buyer;
- a change in the directors (if it is a company or other body corporate) or partners (if it is a partnership) of the Buyer;
- the appointment of a liquidator, administrator or receiver, or the liquidation, administration, arrangement, receivership or bankruptcy of Customer; or
- any step being taken to sell an asset or assets of the Buyer with a value of 20% or more of the gross assets of the Buyer, or sell, transfer, encumber or otherwise dispose of 20% or more of the shares (if it is a company or other body corporate) of the Buyer,
9.2 The Buyer warrants that:
(a) all statements made, and documents provided in connection with the Application and all representations that the Buyer has made or may make during the term of the Net 30 Offer to TradeSquare are true and correct;
(b) use of the Net 30 Offer is for the Buyer’s business or commercial purposes only and will not be used for personal, domestic or household purposes;
(c) the Buyer is not deemed to be a “consumer” under the National Consumer Credit Protection Act 2009; and
(d) Customer is not aware of any information, notice or court proceedings that may result in the appointment of a trustee in bankruptcy, administrator, controller or managing controller, receiver or receiver manager or liquidator to it or any of its property.
9.3 The Buyer indemnifies TradeSquare against any liability, loss, costs, charges and expenses TradeSquare suffers in connection with the Net 30 Offer or the Application, except to the extent arising directly as a result of fraud or wilful misconduct on the part of TradeSquare.
10.1 TradeSquare may, in its sole discretion, require the Buyer to:
(a) provide a bank guarantee (in a form acceptable to TradeSquare) to secure the Buyer’s performance under the Net 30 Terms;
(b) assist with the registration of a recognised security interest on the Personal Property Securities Register; or
(c) provide some other security for performance under the Net 30 Terms (e.g., a director or shareholder guarantee),
before approving their Credit Limit or during the provision of credit under the Net 30 Terms.
- Termination / Suspension
11.1 In addition to the terms already stated, TradeSquare may, acting reasonably, at any time suspend or terminate the Buyer’s Account on seven (7) days’ written notice.
11.2 If the Buyer’s Account balance is at $0, the Buyer may terminate this arrangement by providing not less than seven (7) days’ written notice.
11.3 TradeSquare may suspend or terminate the Net 30 Offer immediately by written notice to the Buyer where:
(a) TradeSquare was induced by a fraudulent misrepresentation on the Buyer’s part or an error in the application for any Account with the Customer; or
(b) the amount charged to a Buyer’s Account exceeds the Credit Limit at any time without the prior written approval of TradeSquare; or
(c) any amount charged to the Buyer’s Account is due and unpaid (any amounts disputed are not considered due until the dispute is rectified); or
(d) in the reasonable opinion of TradeSquare any change in circumstances, including, without limitation, changes in the Customer’s constitution, ownership, membership, control status or ability to provide security for payment of amounts which have or are likely to be charged to the Buyer’s Account, makes the continuance of the Net 30 Offer undesirable or unsatisfactory; or
(e) the Buyer becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration;
(f) the Buyer being a partnership dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving; the Customer being a natural person, dies; or the Customer ceases or threatens to cease conducting business in the normal manner;
(g) the Buyer uses its Account for any non-commercial purposes including, without limitation, for personal, domestic or household purposes; or
(h) the Buyer is otherwise in default under the Net 30 Terms.
11.4 If TradeSquare suspends or terminates the Account under the Net 30 Terms, or the Buyer otherwise terminates this arrangement, the balance of the Buyer’s Account and any amounts incurred but not then billed (including any amounts incurred by TradeSquare in exercising its rights under the Net 30 Terms) shall become due and payable by the Buyer to TradeSquare.
12.1 The Buyer must not assign the rights or obligations under this arrangement without the consent in writing of TradeSquare, which shall not be unreasonably withheld.
12.2 Failure by either party to enforce its obligations under the Net 30 Terms does not constitute waiver of that party’s rights unless it is in writing, nor does it affect any other obligation of the other party, including obligations to make any further payments as and when they fall due.
12.3 The Contract is made in the state of Victoria and is governed by the laws in force in that state.