APPLICATION FOR CREDIT ACCOUNT - Procedure … · APPLICATION FOR CREDIT ACCOUNT 1 of 14 Version...

APPLICATION FOR CREDIT ACCOUNT

1 of 14 Version 01/2015 to take effect from 1 March 2015

PLEASE TICK IF YOU ARE A :

PHARMACY CUSTOMER (and not a Priceline Pharmacy or Priceline franchisee). As a pharmacy customer, you

apply to be a Pharmacy Account Holder with Australian Pharmaceutical Industries Limited (ACN 000 004 320)

(API) and/or its related companies comprising Australian Pharmaceutical Industries (Queensland) Pty Ltd (ACN

009 781 668), API Victoria Pty Ltd (ACN 001 941 608), API (Canberra) Pty Ltd (ACN 002 300 932)*.

PRICELINE PHARMACY FRANCHISEE; as a Priceline Pharmacy Franchisee you apply to be both a Retail Account

Holder with New Price Retail Services Pty Ltd (ACN 100 732 750) and/or Priceline Pty Ltd (ACN 005 968 310) and

a Pharmacy Account Holder with API and its related companies described above*.

PRICELINE FRANCHISEE: as a Priceline Franchisee you apply to be a Retail Account Holder with Priceline Pty Ltd

(ACN 005 968 310)*.

* NOTE API is in the process of implementing a new platform that will facilitate the buying of goods and services from the API

group of companies. When implemented during 2015, you will start to receive one invoice or statement from API Services

Australia Pty Ltd ACN 166 626 428 (a wholly owned subsidiary of API) which has been appointed as agent for and on behalf

of API and its subsidiary companies referred to above to manage the sale transactions with you. Your contractual rights and

obligations are not altered by this agency arrangement. Until implemented, you will continue to receive invoices and

statements from the relevant API company or companies. For more information refer to www.api.net.au.

IMPORTANT INFORMATION FOR ALL APPLICANTS – PLEASE READ

PERSONAL INFORMATION COLLECTION STATEMENT. Australian Pharmaceutical Industries Limited (and its related

entities) (API) recognises the importance of privacy. We collect personal information in accordance with Australian

privacy laws and our Privacy Policy. To view our Privacy Policy go to http://www.api.net.au/privacy_policy.asp or,

alternatively, request a copy of the policy by writing to API’s Privacy Officer at API, 250 Camberwell Road,

Camberwell VIC 3124. Our Privacy Policy tells you how we manage the personal information that we collect, use and

disclose and how to contact us if you have any queries or complaints or if you want to access or correct your

personal information.

You should not sign this application and the declarations, indemnities and charges (see Sections 6 and 7) unless this

account is wholly or predominantly for business purposes. By signing this application and associated documentation

you may lose your protection under the National Credit Code.

If you are a pharmacist, attach copies of:

1. your current approvals to conduct a pharmacy and supply pharmaceutical benefits from your business

address named below, including, but not limited to, your Pharmacy Board of Australia registration certificate,

documentation relating to any conditions or limitations placed on your registration, documentation confirming

the approval or registration of the pharmacy business at, and PBS approval number for, the address named in

this application;

2. wholesaler statements relating to your business address noted in this application for 2 most current months;

3. audited or accountant-prepared financial information for your business for the last 2 financial years. If a new

business, financial projections for the business for at least the first 2 years of trading; and

4. your driver’s licence (front and back).

This application is comprised of the application, the declarations, guarantees, indemnities and charges and the Terms

and Conditions of Sale (as varied from time to time) and must be completed in full with all requested attachments for it

to be considered.

Please print clearly using BLUE or BLACK ink only.

If there is insufficient space in this application to provide complete responses, please include the additional information

(noting which sections the information relates to) on a separate page headed “Annexure A” and attach it to your

application.

By completing this application, you acknowledge that the application, the declarations, guarantees, indemnities and

charges, the Terms and Conditions of Sale (as varied from time to time) are entered into voluntarily and not by reason of

any undue influence or inducement by us or any person acting on our authority. You warrant that you will not be in

breach of any agreement by completing and complying with the terms of this application and the Terms and Conditions

of Sale.

Your details in this application must match your details in any other agreement or document you enter into with us. You

must complete another credit application if your details don’t match or subsequently change.



SECTION 1 – YOUR DETAILS. ALL APPLICANTS TO COMPLETE THIS SECTION

Legal entity details: (tick where applicable)

Company Sole Trader Partnership Trust Govt Other

Account Holder’s name (company, partnership or individual):

Registered business name/trading as:

Previous Business Name (if any): Date your business started

/ /

Pharmacy Approval No: Poisons Licence No:

ABN:

ARBN or ACN:

Date you purchased business: / / Previous owner:

Change of ownership:

Yes No

Your Business Address: Own / Mortgage Leased Years/Months at Address:

Street No: Street Name:

Suburb/City: State: Postcode:

Tel. No:

Fax No: Email:

Your Accounts/Office contact details:

Name:

Tel. No:

Fax No: Email:

Your Purchasing contact details:

Name:

Tel. No:

Mobile:

Fax No: Email:

Mailing Address (if different from Business Address):



Name of Trust (if acting as trustee):

Please attach a copy of the trust deed

BANKRUPTCY: Have you ever been subject to insolvency proceedings or have you or any of your directors ever been registered under

any part of the Bankruptcy Act, been under any special financial arrangements or had legal proceedings commenced against you or

any of your directors for payment of debts?

Yes (attach full details to this Application) No



SECTION 2 – SOLE TRADERS TO COMPLETE THIS SECTION

Residential Address (not PO Box) Street No: Street Name:


Email:

Residence: Own Mortgage Rent Board Gender: Male Female

Previous Address (if less than 2 years at above address) Street No:

Street Name:


Drivers Licence No:

Your Date of Birth: / /

Please attach a copy of your driver’s l icence . If you do not have a

driver’s l icence, contact us regarding an acceptable alternative

identif ication document.

Name of Personal Bank:

BSB No: Account No:

SECTION 3 – ALL COMPANY DIRECTORS & PARTNERS TO COMPLETE THIS SECTION

Family Name: Given Names:



Residence: Own Rent Gender: Male Female

Date of birth: Drivers Licence No: Phone:

Occupation: Email: Mobile number:





















SECTION 4 – YOUR BUSINESS FINANCIAL DETAILS. ALL APPLICANTS TO COMPLETE THIS

SECTION

Estimated Current

Turnover per Annum:

Is your business linked to any management/marketing/buying

group/franchise?

Yes No

Previous Turnover

per Annum: If Yes, Group Name:

Estimated Value of

Current Assets: Size of your premises sq/m

Estimated Current

Liabilities:

If any Registered Encumbrances/Charges, give details:

Estimated value of

Stock: Fixtures: Goodwill :

Est. monthly PBS claim:

Est. monthly shop

sales:

Total estimated monthly

turnover:

TOTAL:

If an existing business, have you attached audited or accountant-prepared financial information of the business for the

previous 2 financial years? If a new business, have you attached financial projections for the busine ss for, at least, the

first 2 years of trading?

Yes No

Do you own or part own or have an interest in (as a related body corporate, individual or otherwise) any other business

including a pharmacy? Yes No

If yes, provide details of business names and addresses:

1.

3.

2.

4.

Your Current Business Accountant’s Name:



FUNDING MODEL - REQUIRED FROM ALL APPLICANTS

SOURCE $ APPLICATION $

BANK LOAN PURCHASE PRICE

OWN EQUITY/CASH INITIAL STOCK UPLIFT

SALE OF ASSET PLANT & EQUIPMENT

FIT-OUT

FEES (BANK, LEGAL, ETC.)

INITIAL WORKING CAPITAL

TOTAL EQUALS

TOTAL



SECTION 5 – YOUR PERSONAL FINANCIAL DETAILS. ALL SOLE TRADERS, COMPANY

DIRECTORS & PARTNERS TO COMPLETE THIS SECTION

Surname:

Given/Middle Name:

Fixed Property

Total

Asset

Value

% Share

Value

Total

Liabilities

% Share

Value

Address 1

Address 2

Address 3

Address 4

Investments

Total

Asset

Value

% Share

Value

Total

Liabilities

% Share

Value

Cash and Bank Balances $

Listed Investments

Listed shares (company name and number of shares

Listed trust units (trust name and number of units)

Unlisted Investments

Unlisted shares (company name and number of shares )

Unl isted trust units (trust name and number of units)

Pharmacy Assets

Other Investments

Other Personal Assets

Motor Vehicle 1

Motor Vehicle 2

Equipment

Furniture & Fittings

Other (details)

Other Liabilities

Overdrafts

Unsecured Loans

Credit Cards

Other (details)

Contingent Liabil ities (eg Personal Guarantees)

TOTALS

NET ASSETS (Assets - Liabilities)



SECTION 6 – DECLARATION, INDEMNITY & CHARGE BY ACCOUNT HOLDER

To be signed by the Account Holder (In the case of a Partnership, all partners must sign on behalf of the

Partnership. Companies must sign in accordance with s 127 of the Corporations Act 2001 ie by the sole

director or, if more than one director, by at least 2 directors or a director and the company secretary).

You should not sign this declaration unless this account is wholly or predominantly for business purposes. By

signing this Application you may lose your protection under the National Credit Code.

To: Australian Pharmaceutical Industries Limited ACN 000 004 320 and each of its related bodies corporates, agents,

successors and assigns (as applicable) (API Group)

From: The Account Holder (I/we, me/us, my/our)

In this declaration Terms and Conditions refers to the Terms and Conditions of Sale forming part of this Application (as

may be varied from time to time) and the terms, if any, that appear on invoices for particular orders, on the API Group’s

website or that are otherwise made available to you by the API Group.

I/We apply for a credit account with the API Group on the terms contained herein and I/we acknowledge that the API

Group may accept or refuse this Application at its absolute discretion. I/We expressly represent to the API Group that

I/we am/are authorised to sign this Application for an account as or on behalf of the Account Holder. I/We declare that

the information in this Application is true and correct to the best of my/our knowledge (and authorise the API Group to

verify this) and acknowledge that the API Group relies on the information I/we have provided to consider this Application.

I/We acknowledge that the Terms and Conditions (which include a retention of title provision) as varied from time to time

govern the credit account and warrant that I/we have read and understood them (and if necessary sought independent

legal and other professional advice to ensure such understanding).

I/We acknowledge that my/our first use as or on behalf of the Account Holder of the credit account will constitute my/our

acceptance of and agreement to the Terms and Conditions. I/We declare that this credit account is wholly for business

purposes. I/We acknowledge that the API Group may withdraw any credit facilities at any time without prior notice.

I/We warrant that all directors/partners/proprietors of the Account Holder as at the date of this Application are listed in

sections 2, 3 and 5 of this Application (as applicable). I/We warrant that I/we am/are and each

director/partner/proprietor referred to in this Application is solvent and can each pay their respective debts as and

when due, and no steps have been taken to place any of them in bankruptcy, voluntary administration, liquidation,

receivership or receivership and management. I/We will promptly notify the API Group of any material changes in

my/our financial position. I/We agree that despite any impending change and any change in respect of ownership or

legal entity or directors or address the persons signing this Application remain liable to the API Group until released in

writing or by law.

I/We understand that the API Group is required to be paid for Goods supplied. I/We jointly and individually

indemnify the API Group as an unconditional, irrevocable and continuing indemnity and hold the API Group

harmless from and against any loss or liability howsoever arising, whether direct or indirect, in respect of

this Application or any other agreement or account that I/we have with the API Group including any

breach by me/us of my/our obligations under this Application or any other agreement or misrepresentations

or acts or omissions by me/us relating to the API Group, the API Group’s Goods or this Application or arising

out of any claim, demand, suit, action or proceeding by a third party against the API Group. I/We

understand that the API Group requires payment of me/us personally and l/we accept personal

responsibility freely. I/We freely charge all of my/our real and personal assets and agree to execute on

demand a mortgage in registrable form in favour of the API Group as mortgagee over all or any part of

my/our business assets and real estate containing such covenants (including the covenants in

Memorandum 2447323 registered with Land and Property Information NSW) as the API Group may require

and the API Group placing a caveat on the title to any real estate l/we own in respect of this agreement

to grant a mortgage.



I/We irrevocably appoint the API Group my/our attorney for the purpose of doing either in its own name or in its capacity

as attorney all such acts, matters and things as the API Group from time to time considers necessary or expedient for

the purpose of effecting all the powers and authorities contained herein. I/We understand that l/we am/are personally

liable for not only the debt and interest but also for all the API Group’s expenses including, for example, its legal costs

(at the normal rate paid by the API Group) and debt collector's expenses.

I/We agree to ensure that I/we (where the Account Holder is not a corporation) or each director and shareholder

(where the Account Holder is a corporation) at all relevant times am/are/is registered as a pharmacist (where required

by law to do so) and obtain(s) and maintain(s) all other qualifications, accreditations, permits, authorities, licences or

approvals required by any law, regulation or code of conduct and that orders are only placed for Goods for which

I/we (where the Account Holder is not a corporation) or each director and shareholder (where the Account Holder is

a corporation) hold(s) the necessary qualifications, accreditations, authorities or licences.

I/We have read and agree to the collection, uses and disclosures of information about me/us and other persons, as set

out in the API Group’s Privacy Policy at www.api.net.au/privacy_policy.asp. I/We declare that we make this Application

jointly and individually.

*Note: Witness must be truly independent. The witness must not be an employee or representative of API or Priceline, a

family member or a director or partner of the Account Holder.

Signature: Name (print): Date

Witness’ Signature*:

Witness’ Name (print):

Date




Date

Signature*:

Name (print):

Date



Date




Date



SECTION 7 – GUARANTEE, INDEMNITY & CHARGE BY RELATED PERSONS

To be signed by individuals who in their personal capacity are indemnifying the API Group. Without limitation,

this includes all Directors and all partners of the Account Holder.

To: Australian Pharmaceutical Industries Limited ACN 000 004 320 and each of its related bodies corporates, agents,

successors and assigns (as applicable) (API Group)

From: The persons named below (I/we, me/us, my/our)

I/We understand that the API Group is required to be paid for Goods and services supplied to the Account Holder or

me/us pursuant to this Application and any other agreement or account that the Account Holder has or I/we

have with the API Group. I/We jointly and individually indemnify the API Group as an unconditional, irrevocable

and continuing indemnity and hold the API Group harmless from and against any loss or liability howsoever

arising, whether direct or indirect, in respect of this Application or any other agreement or account including

any breach by the Account Holder or me/us of its/my/our obligations under this Application or any other agreement or

misrepresentations or acts or omissions by the Account Holder or me/us relating to the API Group, the API

Group’s Goods or this Application or arising out of any claim, demand, suit, action or proceeding by a third party

against the API Group.

I/We understand that the API Group requires payment of me/us personally quite separate from the Account

Holder's liability and l/we accept personal responsibility freely. I/We freely charge all of my/our real and personal

assets and agree to execute on demand a mortgage in registrable form in favour of the API Group as

mortgagee over all or any part of my/our business assets and real estate containing such covenants

(including the covenants in Memorandum 2447323 registered with Land and Property Information NSW) as the

API Group may require and the API Group placing a caveat on the title to any real estate l/we own in respect of

this agreement to grant a mortgage.

I/We irrevocably appoint the API Group my/our attorney for the purpose of doing either in its own name or in its

capacity as attorney all such acts, matters and things as the API Group from time to time considers necessary or

expedient for the purpose of effecting all the powers and authorities contained herein. I/We understand that l/we am/are

personally liable for not only the debt and interest but also for all the API Group’s expenses including, for example, its

legal costs (at the normal rate paid by the API Group) and debt collector's expenses.

I/we understand that my/our obligations herein are not affected by and remain enforceable notwithstanding any

variation, replacement or change in the terms of any agreement between the API Group and the Account Holder or

me/us, including the API Group’s terms and conditions of sale. I/We am/are aware of the need to obtain independent

legal advice prior to signing this document in order to fully understand the nature and effect of this document and

I/we either did so or declined to do so.

* Note: Witness must be truly independent. The witness must not be an employee or representative of API or Priceline, a

family member or another Guarantor.




Date




Date




Date

Signature:

Name (print):

Date



Date


TERMS & CONDITIONS OF SALE

These Terms and Conditions form part of any agreement by the Credit Provider ("we" or "us" or "our") to supply Goods to you by way of sale.

1. Price & Description

The price and description of Goods are as notified from time to

time. We may change the price at any time without prior

notice. Any description of Goods is given by way of

identification only and the use of that description does not

constitute a sale by description. Pharmacy Account Holders

are responsible for ensuring that the type of Goods ordered are

suitable for your intended use of them and we are not liable to you

for any Goods you order which are unsuitable for your intended

use.

2. Rebates / Discounts (Pharmacy Account Holders only. This

clause does not apply to Retail Account Holders).

You on your own behalf or on behalf of your buying group

and we may enter into separate agreement for the provision

and management of Rebates. In the absence of any such

agreement:

(a) You may become entitled to Rebates from time to time,

including Rebates granted by us if you meet the qualifying

criteria in clause 2(b). Rebates to you will be calculated in

accordance with clause 2(c).

(b) Rebates will generally be applied on a monthly or

quarterly basis. If during each relevant monthly/quarterly

period the percentage value of Goods you purchase

from us (as a percentage of total value of the Goods that

you purchased from us and goods purchased from other

suppliers during that period) meets our threshold

requirements (as per the Manual), you will be entitled to

Rebates calculated in accordance with clause 2(c).

(c) Any entitlement to Rebates shall be calculated by

applying the applicable Rebate percentage against the

total (GST exclusive) value of the PBS rebateable products

purchased and/or OTC rebateable products from us

excluding generics and Direct Products (as per the

Manual) during the relevant monthly/quarterly period.

Rebates shall not be paid in cash but shall be made by

way of a monthly/quarterly off-statement Rebate or an

adjustment to relevant invoices or direct to a relevant

account where applicable as we determine.

(d) In addition to our rights in clauses 2(e) and 13.2(g),

entitlement to any Rebates in respect of any

month/quarter is conditional on your having paid us in full

for Goods purchased during that month/quarter within

agreed payment terms and may be recouped by us for

non-compliance. This means that if you have not paid us

in full for Goods purchased in a particular month/quarter

within agreed payment terms we will subsequently

invoice you an amount equivalent to the Rebates

provided to you in that month/quarter..

(e) We reserve the right to modify any Rebates on the

occurrence of a change in the market or regulatory

environment.

3. Payment

3.1 If you have a pre-approved account limit with us our terms

are strictly 25 days (Pharmacy Account Holder and Retail

Account Holder) from date of statement unless otherwise

agreed.

3.2 If you pay any of our invoices by way of credit card we are

entitled to require you to reimburse us for any fees incurred by

us or deducted from the payment to us.

3.3 Payments made by Amex Charge Card are received by us

on account only and will be only provisionally credited by us

to your account until you have paid in full the amount due to

Amex on account of such payments, in accordance with the

Amex Charge Card Conditions. For the credit to your

account to become unconditional, you must pay Amex the

sums due to it on account of such payments and strictly in

accordance with the Amex Charge Card Conditions. In the

event that you do not do so then the provisional credit shall

be reversed and we may recover from you the value of the

relevant Goods or services and such other sums as are due

pursuant to this Agreement. In that event, we will be entitled

to invoice you again for the value of the relevant Goods and

services and such other sums as are due pursuant to this

Agreement and you shall pay to us the amount so invoiced

forthwith.

3.4 Unless we expressly agree to the contrary in writing, if one or

more invoices are outstanding, all of the proceeds of any

payment made by you (or on your behalf) shall be allocated

and credited firstly to any interest accrued on any

outstanding invoices, secondly to the oldest invoice

outstanding and then to each more recent invoice (in order

from the oldest to the most recent) until all invoices are paid

in full.

4. Account Limit

4.1 Normally, we allow you to purchase and continue to

purchase Goods as long as the total of your account

including the cost of services we provide (if any) does not

exceed your pre-approved account limit (if applicable).

4.2 We may require further trade references or reports from you

from time to time and additional information if you apply to

increase your account limit.

4.3 We may increase or decrease your account limit at our

absolute discretion.

4.4 You agree that you will on our request also provide us further

supporting documentation which may include:

(a) evidence that you have been incorporated for at least 12

months; and/or

(b) a copy of your audited financial statements (which must

not be more than 12 months old).

4.5 In no circumstances are we obliged to accept any application for

an increase in the limit of your account and we are not

obliged to give you reasons for our decision.

4.6 If any account that you have with us is not settled within our

payment terms, you agree that, in addition to any other right

we may have, we may suspend all sales and delivery of Goods

to you on any account whatsoever and/or close this account

and any other r account you have with us.

5. Administration Fee

An administration fee will be payable at our discretion for any

claim of credit on a return of any supply by you.

6. Delivery

6.1 Delivery takes place at the time:

(a) Goods pass into your or your agent's exclusive physical

control;

(b) when you collect Goods or arrange for their collection

from us; or

(c) when ownership of Goods has passed to you,

whichever is earlier.

6.2 Unless we agree otherwise, you are responsible for all delivery

costs.

6.3 Any date for delivery of Goods indicated by us is an estimated

date for delivery only. We are under no liability for any loss,

including consequential loss, or damage, however it arises, if

Goods are not delivered or supplied by that date. In no case

shall we be liable for any amount payable by you to a third

party as a result of a failure or delay in delivery by us due to

any cause whatsoever.

6.4 If agreed by us we will deliver Goods to the address

nominated by you. If we deliver Goods then you or your

representative shall be present at the agreed place and time

for delivery. If you or your representatives are not present, we

may unload the Goods at that place in which case the Goods

will be deemed to have been delivered and we will not be

responsible for any claims, costs or losses suffered by you.

7. Risk

7.1 At all times from the date of delivery, Goods are at your risk of

loss or damage and you are responsible for their safe

custody. It is up to you to arrange your own insurance.

7.2 If any Goods are damaged or destroyed prior to property in

them passing to you, we are entitled without prejudice to

any of our other rights or remedies under the Terms and

Conditions (including the right to receive payment of all the

balance of the price for Goods) to receive all insurance

proceeds payable for the Goods. This applies whether or not


the price has become payable under contract. The

production of these Terms and Conditions by us is sufficient

evidence of our right to receive the insurance proceeds

without the need for any person dealing with us to make

further enquiries.

8. Ownership

8.1 The ownership of Goods supplied to you shall not pass to you

and shall remain with us until the later of:

(a) unconditional payment in full to us for those Goods; and

(b) unconditional payment in full of all other monies, fees or

charges owing or unpaid by you to us on any account

including in respect of Goods previously or subsequently

supplied to you.

For the avoidance of doubt, a payment made by an Amex

Charge Card is unconditional only where you comply strictly

with the Amex Charge Card Conditions in relation to such

payments, including payment of such sums as are due to

Amex as a result of such payments.

8.2 You will hold the Goods as a fiduciary and as bailee for us

and will be responsible for any loss, damage or conversion

of our Goods.

8.3 The Goods shall be stored by you in a manner as to show

clearly that they remain our property until such time as the

Goods have been paid for in full. We may enter onto your

premises to inspect the Goods or inspect your books or

records regarding the Goods at any time.

8.4 You may sell the Goods in the ordinary course of your

business for full market value at arms’ length to a bona fide

purchaser for value without notice of this clause provided

that:

(a) you must hold all monies you receive for the sale of the

Goods (Proceeds) as bailee, fiduciary agent and trustee

for us and not by way of security up to an amount equal

to all monies, fees or charges owing or unpaid by you to

us on any account including in respect of Goods

supplied to you. We have the right to trace and claim

Proceeds. Receipt by you of payment shall be treated

as conclusive evidence that you have received

Proceeds; and

(b) you account to us for all Proceeds which must be kept in

a separate account on trust for us for that purpose until

accounted for to us.

8.5 If the Goods are processed or comingled with other goods

to produce another product, you must hold such part of the

proceeds of that product that relates to the Goods in trust

for us up to an amount equal to all monies, fees or charges

owing or unpaid by you to us on any account including in

respect of Goods supplied to you.

8.6 For the purposes of identification of different shipments of

Goods purchased from us and receipt of Proceeds you

agree that the principle of “First In, First Out” shall be applied

to any items that cannot be distinguished.

8.7 You shall ensure that the Goods are not and will not be

subject to any security interest, including a lien, granted or

created in favor of any third party (whether under contract,

statue or common law) without our prior written consent.

Without limiting our rights, if you become aware of a third

party’s interest in or relating to a security interest, including

a lien, in respect of the Goods, you shall notify us

immediately in writing and provide us with all relevant details

relating to the security interest, including the third party’s full

name and contact details, the nature of the security interest

and the Goods subject to the security interest.

8.8 Where you sell those Goods you will sell as principal and you

have no power to commit us to any contract or otherwise or

liability but as between you and us you will sell as fiduciary

agent.

8.9 Despite this clause we are entitled to maintain an action

against you for the purchase price of the Goods.

9. Supply Chain Initiatives

You agree to work with us to deliver supply chain initiatives

designed to create efficiencies. These collaborative supply

chain initiatives may include (at our absolute discretion)

amongst other things:

(a) delivery times as mandated;

(b) Goods delivered twice per week, subject to our CSO

Obligations;

(c) paperless communication (ordering, invoicing,

statements);

(d) reduction of excess script error credits; and/or

(e) rationalisation of Goods with poor sales performance.

10. Assignment

10.1 You must not assign any rights or benefits under these Terms

and Conditions unless you have obtained our prior written

consent. Any change in any ownership interest shall be treated

as an assignment. Any assignment by you without our consent

shall release us (at our discretion) from our obligations under

these Terms and Conditions and clause 13.3 will apply.

10.2 Notwithstanding any other provision of these Terms and

Conditions or any related document including your

Franchise Agreement (where applicable), we may assign,

novate or otherwise transfer our rights and obligations

contained in these Terms and Conditions without your

consent. You agree to sign such documents as may be

necessary to give effect to this clause.

11. Recovery

If at any time you owe us monies on any account in excess of our

payment terms or clauses 13.2 (c) or (d) apply then in

addition to any other rights we have you agree we may

enter any premises owned, possessed or controlled by you

where the Goods are stored and remove the Goods and re-sell

all or any of them. We are not liable to you if we take such

action.

12. Claims

12.1 When you take delivery of Goods, you must inspect them

immediately and carry out any test that a prudent purchaser

would carry out.

We are under no obligation to accept Goods returned by you

and will do so at our discretion and only in accordance with and

upon compliance by you with our credit returns policy provided

for in the Manual.

12.2 You agree that you shall make no claim against us for any delay

in delivery.

12.3 You shall not be entitled to make any claim upon us if any

amounts are outstanding from you to us. You are not entitled

to set-off any amounts against your outstanding debts to us.

We may at any time set-off amounts owed by us or any of

our related companies to you against any sums owed by

you to us or any of our related companies on any account.

12.4 You shall not deduct any sum from the amount due on any

of our invoices or statements for any reason whatsoever

including any equitable right and any statutory right which

may be excluded by agreement.

13. Overdue Accounts

13.1 Interest on overdue invoices shall accrue daily at a rate of

interest (however described) advised by us to you from time

to time (currently 16.9% per annum) from the date when

payment becomes due until the date of payment,

calculated on daily rests, and shall accrue at such a rate

after as well as before any judgment.

13.2 In the event that:

(a) there is a breach by you of any of these Terms and

Conditions;

(b) any monies payable to us becomes overdue, or in our

opinion you will be unable to meet your payments as they

fall due;

(c) you (being a company) are or become:

(i) an externally-administered body corporate;

(ii) subject to control by a Controller; or

(iii) insolvent; or

(d) you (being an individual) commit an act of bankruptcy

or are or become an insolvent under administration;

then, without prejudice to our other remedies under these

Terms and Conditions or at law,

(e) we shall be entitled to cancel all or any part of any of

your orders which remain unperformed on any account

whatsoever;

(f) all amounts owing to us shall whether or not due for


payment immediately become payable; and

(g) we may cancel any Rebates given to you and

recalculate the outstanding invoices on our standard

prices.

13.3 In the event that:

(a) we retain possession or control of the Goods;

(b) payment of the price of the Goods is due to us;

(c) we have made demand in writing of you for payment of

the price of the Goods; and

(d) we have not received the price of the Goods,

then, whether the property in the Goods has passed to you

or remains with us, we may dispose of the Goods and may

claim from you our loss on such disposal.

13.4 If the arrangements provided under this clause constitute a credit

contract as defined in the National Credit Code the time for

payment of any overdue account is limited to a total period

not more than 62 days from the date of statement. Nothing in

this clause imposes an obligation on us to extend our payment

term to you for any period at all.

13.5 We will not be liable to you for any loss or damage you suffer

because we exercise our rights under this clause.

14. Priority

14.1 These Terms and Conditions override your terms and

conditions. To the extent of any discrepancy between these

Terms and Conditions and any third party (including your own)

terms and conditions these Terms and Conditions prevail.

14.2 These Terms and Conditions do not apply to the extent that

they are inconsistent with the CSO Compliance

Requirements, CSO Service Standards and other CSO

Obligations under the Deed of Agreement between the

Commonwealth of Australia and API. The CSO Compliance

Requirements and CSO Service Standards can be viewed

from a link on www.api.net.au.

14.3 If you are also a Franchisee, these Terms and Conditions are read

in conjunction with your Franchise Agreement and to the extent

of any conflict the terms of your Franchise Agreement will prevail.

15. Minimum Account Keeping Fees

Pharmacy Account Holders acknowledge that we may

impose a minimum account keeping fee as a condition of

sale.

16. Fees for delivery of hard copy statements, invoices, credit

notes and Direct Debit Defaults

16.1 You can obtain all statements, invoices, credit notes and

non stock invoices, at no charge, via the API web portal or

upon request by email.

16.2 If you wish to receive hard copies of these documents, by

post or fax, fees may apply.

16.3 If there are insufficient cleared funds in your nominated

account to meet a debit payment, you may be charged a

fee and/or interest by your Financial Institution and you may

also incur fees or charges imposed or incurred by us.

17. Orders

17.1 All Goods sold by us are sold and supplied on these Terms

and Conditions. Any alteration to these Terms and

Conditions by us shall apply to all transactions between you

and us occurring after the date of the altered Terms and

Conditions.

17.2 We may refuse in our discretion to sell Goods to you at any

time, including whether or not part of a contract has been

performed where Goods are unavailable for any reason, a

non-complying order is received or you have defaulted

under these Terms and Conditions.

17.3 All communications between us including all purchase orders

must be in writing.

17.4 An order for the sale of Goods shall identify the Goods

ordered, the quantity required and refer to any quotation

pursuant to which the order is made. No quote is binding on

us unless we have prepared and accepted a written

confirmation of order.

17.5 We may supply Goods that vary from the Goods ordered by

you and you must accept the Goods supplied provided that

such variations are not material.

17.6 Unless we agree special arrangements, such as an

authorisation code, we assume any order received from

anyone in your employ or acting on your behalf has been placed

with your authority and is binding on you.

17.7 If you make a change to an order causing a delivery delay or you

cancel an order less than 14 days prior to a scheduled

delivery, you will pay to us a fee equal to 5% of the list price

of any Goods affected. If you cancel an order for any Goods not

included in our current price list, you may be subject to an

additional charge. If you cancel an order or refuse to accept

all or any of our Goods in an order other than in

circumstances permitted by these Terms and Conditions, you will

be liable for any resulting damage or loss suffered by us. If the

Goods have been or are in the process of being manufactured

or produced specifically for you, you will pay to us as liquidated

damages the full price of the Goods and any costs incurred

by us (including, any GST) less the current scrap value of the

Goods as determined by us.

18. Your Relationship with Us

Nothing in these Terms and Conditions creates any

relationship of employment, agency or partnership between you

and us.

19. Intellectual Property

19.1 These Terms and Conditions do not give you any Intellectual

Property rights in or in relation to the Goods.

19.2 Your details and information that you provide us about

yourself may be retained by us on our database. You have

no rights in that database. We may use such database in the

conduct of our business, subject to privacy and other

relevant laws.

19.3 We are not liable for any infringement or unauthorised use of any

Intellectual Property rights arising from these Terms and

Conditions. If any dispute or claim is made in respect of any

infringement or unauthorised use of Intellectual Property we may

terminate these Terms and Conditions by notice to you and

without liability to you or any other person.

20. Governing Law

These Terms and Conditions and any contract between us

shall be governed by the laws of the State of Victoria. You

submit to the exclusive jurisdiction of the courts in Victoria.

You agree that the proceedings may be commenced in any

court in Victoria and consent to that court having

jurisdiction, despite that the court would not have such

jurisdiction without this clause.

21. Whole Agreement

Subject to clause 14.3, this Agreement forms the entire

agreement on which we are willing to trade with you and all

or any previous agreements or understandings we may have

had with you are superseded by this Agreement.

22. Your Obligations

22.1 You acknowledge that:

(a) you are not an Associate or Related Body Corporate or

Related Party or Related Entity of ours; and

(b) the National Credit Code does not apply to these Terms

and Conditions.

22.2 Without limiting the provisions of clause 13, if, at any time:

(a) you believe that you may not or may be unable to

perform or comply with your obligations under these

Terms and Conditions;

(b) clause 13.2(a) applies;

(c) a cheque or bill of exchange received from you is

dishonoured;

(d) your account is overdue and is not settled within our

payment terms;

(e) there is a change or a change is proposed to your

shareholding, shareholders, partnership or directors,

you agree that:

(f) you will immediately notify us that one or more of the

above notifiable events has occurred and you will keep

us notified on a monthly basis until such notifiable event

no longer exists;

(g) we may cease to deliver to you any Goods you have

purchased while a notifiable event exists;

(h) we may close your account with us;

(i) we may request payment in advance for all Goods you

have ordered from us; and


(j) we have no obligation to respond to any offer you make

to purchase any Goods while a notifiable event exists.

23. Warranties

23.1 We exclude all warranties in connection with Goods (or

advice regarding Goods) supplied to you other than those

which may not be excluded under the Competition and

Consumer Act 2010 or other relevant legislation. For the

avoidance of doubt, this exclusion includes an exclusion of

all conditions and warranties implied by custom, the general

law or statute, for damages suffered by you arising in any

way out of the supply, delay in supplying or failure to supply

Goods except as set out in clause 12.

23.2 Our liability under any condition or warranty implied by the

Competition and Consumer Act 2010 or similar legislative

provision which may not be excluded but may be limited is

limited at our option to:

(a) the replacement of Goods or the supply of equivalent

Goods; or

(b) the refund of the price paid by you for Goods.

23.3 We are not liable for indirect or consequential loss however

described.

24. Indemnity

Any indemnity provided in favour of us is an irrevocable,

continuing and unconditional indemnity and shall not

be affected by:

(a) our making any variation or alteration in your obligations

to us or the terms of any agreement made with or to be

made with you including a change in credit limit;

(b) any agreement between you and us becoming wholly

or partly unenforceable;

(c) any negligence or mistake by us;

(d) our refusal to supply further Goods to you;

(e) our granting time or other indulgence to or

compounding or compromising with or releasing you or

any co-indemnifier or any other person or corporation

whatsoever or the release, abandonment, variation,

relinquishment, loss or renewal in whole or in part of any

security, asset or right held us; or

(f) anything else which might prejudice or discharge the

indemnifying party’s liability under such indemnity.

25. PPSA

25.1 You agree that this Agreement and in particular the provisions

of clause 8 creates a security interest in the Goods (and their

proceeds) supplied presently and in the future by us to you.

25.2 You agree to do all things necessary and execute all documents

reasonably required by us to register the security interest granted

by you under this Agreement and ensure that we acquire a

perfected security interest in the Goods with the appropriate

priority under the PPSA.

25.3 The PMSI does not lose its priority as a result of the renewal,

refinance, consolidation, transfer, novation or restructure of the

subject matter of this Agreement and any purchase money

obligations.

25.4 You, until ownership of the Goods passes, waive your rights

under the following provisions of the PPSA, to the extent that it is

permitted by law:

(i) receive a notice of intention of removal of an

accession (s.95);

(ii) receive a notice that we have determined to enforce

our security interest in accordance with land law

(s118);

(iii) receive a notice of enforcement action against liquid

assets;

(iv) receive a notice of disposal of Goods by us purchasing

the Goods (s129);

(v) receive a notice to dispose of the Goods (s130);

(vi) receive a statement of account following disposal of

the Goods (s132(2));

(vii) to receive a statement of account if no disposal of the

Goods , six monthly (s152(4));

(viii) to receive notice of any proposal by us to retain the

Goods (s135(2));

(ix) to object to any proposal by us to either retain and

dispose of the Goods (s137(3));

(x) to redeem the Goods (s142);

(xi) to reinstate the security agreement (a143); and

(xii) to receive a notice of any verification statement

(s157(1) and 157(3)).

We may also exclude any other provisions of the PPSA not

specified in this clause, as may be permitted by the PPSA as

we determine from time to time.

You further agree that where we have rights in addition to

those under Part 4 of the PPSA, those rights shall continue to

apply.

25.5 Your right to possession of Goods still owned by us under this

Agreement shall cease if:

(a) being an individual, you commit an act of bankruptcy;

or,

(b) being a Company, a Receiver, Manager, administrator

or controller becomes entitled to take possession of any

of your assets, any proceedings are instituted for the

winding up of you or, you enter into a Deed of Company

Arrangement, or

(c) your cheque is dishonoured for payment, or

(d) you fail to comply with any demand for payment issued

by us, or

(e) you breach any of the terms contained in this

Agreement and/or are in default of any of this

Agreement.

25.6 You agree that we are entitled to enter any premises where the

Goods supplied by us and still owned by us under this

Agreement are located and repossess and sell such Goods. You

will indemnify and keep us indemnified in respect of any claims,

actions and costs that may arise against us in relation to the

removal, repossession and sale of the Goods pursuant to the

terms and conditions including any claims brought by third

parties.

25.7 You agree that repossession and retention of the Goods

pursuant to the PPSA will only satisfy so much of the monies

which may become payable by you to us as is equivalent to our

estimation of the market value of the Goods as they are to be

used by us as at the date of repossession and the repossession

and retention will immediately extinguish any rights of interest

you have on the Goods.

25.8 Until ownership of the Goods passes, you must not give to us a

written demand or allow any other person to give to us a written

demand requiring us to register a financing change statement

under the PPSA or enter into or allow any other person to enter

into the personal property securities register a financing change

statement under the PPSA.

25.9 You agree that you will be responsible for payment of any

fees (and any other costs) that we incur in relation to

investigating, perfecting or registering our security interest in

the Goods, and that those fees and costs may be added as

a charge on invoices issued to you.

25.10 You agree not to change your name or undertake any changes

to any documents that are registered, required to be registered

or capable of being registered without our prior written consent.

26. Trusts and Partnerships

26.1 This clause applies if you are a trustee of a trust (Trust) or a

partnership (Partnership) and whether or not we have notice

of the Trust or Partnership.

26.2 Where you comprise 2 or more persons and any of those

persons is a trustee of a Trust or a partner of a Partnership, this

clause applies to such trustee or partner.

26.3 You agree that even though you enter into these Terms and

Conditions as trustee of the Trust or partner of a Partnership,

you also shall be liable personally for the performance and

observance of every covenant to be observed and

performed by you expressed or implied in these Terms and

Conditions.

26.4 You warrant your complete, valid and unfettered power to

enter into these Terms and Conditions pursuant to the

provisions of the Trust or Partnership and warrant that your

entry into these Terms and Conditions is in the due

administration of the Trust or Partnership.

26.5 You covenant you have a right of indemnity against the


property of the Trust or Partnership and it has not, and in the

future will not be, excluded, modified, released, lost or

diminished (whether by agreement, breach of trust or

otherwise).

26.6 You shall not, without our prior written consent:

(a) resign or be removed as trustee of the Trust or partner of

the Partnership or appoint or allow the appointment of a

new or additional Trustee of the Trust or partner of the

Partnership;

(b) amend or revoke any of the terms of the Trust or

Partnership;

(c) vest or distribute the property of the Trust or Partnership

or advance or distribute any capital of the Trust or

Partnership to a beneficiary or resettle any of the

property of the Trust or Partnership;

(d) permit a beneficiary to have the use, occupation,

employment or possession of the property of the Trust or

Partnership;

(e) do or permit or omit to do an act or thing in breach of

the Trust or Partnership or which would permit the trustee

or partner to be removed as trustee of the Trust or partner

of the Partnership;

(f) exercise or permit or allow to be exercised a power to

change the vesting date of the Trust or Partnership or

provide for an early determination of the Trust or

Partnership;

(g) lend any money, give any guarantee or incur any debt

other than in the ordinary course of business of the Trust

or Partnership; or

(h) pay any of the income of the Trust or Partnership to any

beneficiary of the Trust or Partnership if such payment will

prejudice or affect your ability to pay all monies due to

us,

as the case may be according to whether a Trust or

Partnership is applicable.

27. Force Majeure

Neither party shall be liable for any default due to any act of

God, war, terrorism, strike, lock out, industrial action, fire,

flood, drought, storm or other event beyond our reasonable

respective control.

28. Code of Conduct

We expect our staff to behave ethically in line with our Code

of Conduct. We also rely on our customers, suppliers,

contractors and consultants to maintain a high standard of

ethical conduct in their dealings with us. Our Code of

Conduct is available in the Corporate Governance area of

www.api.net.au. For further information on our Code of

Conduct or if you wish to confidentially discuss any issues

relating to suspected non-compliance with our Code of

Conduct please call our head office to speak with our

internal risk and audit team.

29. Privacy

By ordering Goods from us you agree to the collection, use

and disclosure of your personal information in accordance

with our privacy policy available at www.api.net.au or

www.priceline.com.au (as applicable).

30. General

30.1 In the event that any of these terms or part of a term cannot

be given effect for any reason then the term or part of a term

which cannot be given effect shall be severed and read

down respectively and the remaining terms and part of any

term shall remain valid and binding on the parties.

30.2 A statement in writing signed by any Director, Secretary,

Credit Manager or other duly authorised person on behalf of

us shall be conclusive evidence as to any of the following

matters stated in it:

(a) as to the delivery of any Goods:

(i) the description and quantity;

(ii) date of delivery; and

(iii) place of delivery;

(b) the amount of your indebtedness to us at the date of

that statement; and

(c) service of any document on you (including tax invoices

and statements).

30.3 You will pay to us any and all of our expenses including any

legal costs (on an indemnity basis), stamp duties and other

expenses payable under these Terms and Conditions

together with any collection costs incurred in connection

with the enforcement of, or preservation of any rights under

these Terms and Conditions. Such costs, duties and other

expenses may be recovered by us from you as a liquidated

debt. Any payments received by us from you shall be

applied firstly to any legal costs, duties and other expenses,

then to interest and the remainder to the balance of monies

owed by you.

30.4 You agree to promptly, but no later than 5 days after the

occurrence of a change, notify us in writing of any change

in ownership, directors or address. Notwithstanding any

change in your ownership/trading structure or any advice by

you to us of such change, you will remain personally liable

for any Goods requested by you or on your behalf until you

have received written confirmation from us that your

account has been closed and full payment received.

30.5 We reserve the right to vary any of these Terms and

Conditions at any time. You will be deemed to have

accepted the Terms and Conditions (as varied from time to

time) by continuing to place orders for Goods from us. We

will not be bound by any variations to these terms and

conditions unless accepted in writing by an authorised

officer of ours. For your convenience, copies of our Terms

and Conditions (and any variations from time to time) can

be accessed via your API Group customer portal or

obtained from our Accounts Receivable Customer Centre

by calling 1300 856 348.

30.6 The failure by us to insist upon compliance with any of these

terms or any parts of a term does not constitute a waiver of

that term or part of a term and we shall be entitled to insist

upon compliance with all of these Terms and Conditions at

any time.

30.7 Any notice required to be given by you to us must be

delivered personally or sent by post to our Credit Manager

at our head office and shall only be taken as delivered when

received by us.

30.8 Any notice to be given to you by us may be delivered

personally or sent by post to your last known address and

shall be taken as delivered to you 2 Business Days following

posting. Our invoices and statements are deemed to be

received by you 2 Business Days after posting by ordinary

prepaid post.

30.9 Service by us of any document will be treated as having

been effected when sent to the addresses shown in the

Application for Credit Account:

(a) for the fax number, by facsimile transmission; or

(b) for the email address, by email,

and you agree that in the case of facsimile or email

transmission, production by us of a copy of a facsimile

transmission or email message bearing the time and date of

dispatch shall be conclusive evidence that the facsimile

transmission or email message was sent on that date and

time shown.

31. Definitions

Agreement means these Terms and Conditions (as varied

from time to time) together with any Application for Credit

Account submitted by you including any declaration,

indemnity, guarantee and charge contained in it.

Amex means American Express Australia Limited ABN 92 108

952 085.

Amex Charge Card means the charge card issued to you at

our request by Amex, and any replacement thereof.

Amex Charge Card Conditions means the terms and

conditions applicable to the Amex Charge Card as

amended from time to time in accordance with its usual

business practice.

API means Australian Pharmaceutical Industries Limited ACN

000 004 320, and/or Australian Pharmaceutical Industries

(Queensland) Pty Ltd ACN 009 781 668, API Victoria Pty Ltd

ACN 001 941 608, API (Canberra) Pty Ltd ABN 11 382 009 650,

as applicable and dependent on the distribution centre

http://www.api.net.au/

http://www.priceline.com.au/


from which we supply Goods and issue invoices to you.

CSO Obligations means API’s obligations under the

Deed of Agreement with the Commonwealth of

Australia to access the Community Service

Obligation Funding Pool.

Credit Provider means: Priceline if you are a Priceline

Franchisee; New Price Retail Services, Priceline and API if you

are a Priceline Pharmacy Franchisee; and API if you are an

independent pharmacist (whether or not you belong to an

API banner group).

Direct Products mean products supplied directly to you by

the supplier.

Franchise Agreement means a franchise agreement

entered by you and Priceline if you are a Priceline

Franchisee; or New Price Retail Services if you are a Priceline

Pharmacy Franchisee.

Franchisee means a franchisee under a Franchise

Agreement.

Goods means any item available for sale (including any

services) to you by us, including the provision of Goods under

a Franchise Agreement.

Intellectual Property includes the full benefit of any rights in

any copyright, trade mark, registered design, patent, trade

and business names, inventions, knowhow, inventions,

improvements, discoveries, confidential processes and

information and includes artistic works, images, designs,

motifs and photographs and any adaptation or concept

relating to it.

Law means any Commonwealth or Australian state

legislation regulations and the general laws and includes in

particular the Competition and Consumer Act 2010 (Cth)

and regulations as amended and the Personal Property

Securities Act 2009 (Cth) and regulations as amended.

Manual means the API Price Book (for Pharmacy Account

Holders) or any Manual as defined in your Franchise

Agreement (for Retail Account Holders) as applicable and

as provided to you and as those documents may be

amended from time to time.

New Price Retail Services means New Price Retail Services

Pty Ltd (ACN 100 732 750).

non-complying order means an order of yours that does not

meet our requirements.

OTC means over the counter.

PBS means Pharmaceutical Benefits Scheme.

Pharmacy Account Holder means a Priceline Pharmacy

Franchisee or an independent pharmacist (whether or not

belonging to an API banner group) who, by completing an

Application for Credit Account or ordering Goods from us, is

an account holder with API.

PPSA means Personal Property Securities Act 2009 (Cth), as

amended.

Priceline means Priceline Pty Ltd (ACN 005 968 310).

Priceline Franchisee means a Franchisee with Priceline.

Priceline Pharmacy Franchisee means a Franchisee with

New Price Retail Services.

PMSI is an abbreviation of purchase money security interest

and means a security interest taken in collateral, to the

extent that it secures all or part thereof, of the purchase

price as defined in Section 14 of the PPSA.

Retail Account Holder means a Priceline Franchisee or a

Priceline Pharmacy Franchisee who, by completing an

Application for Credit Account or ordering Goods from us, is

an account holder with Priceline if a Priceline Franchisee and

New Price Retail Services and/or Priceline if a Priceline

Pharmacy Franchisee.

Rebates mean rebates, discounts, promotional discounts,

allowances, concessions or other reductions from our list

price or the “best buy price”, irrespective of how the

Rebates arise or the source of the Rebates.

you or your means the Retail Account Holder, Pharmacy

Account Holder or other buyer of the Goods.

32. Interpretation

In these Terms and Conditions unless the context otherwise

requires:

(a) The singular includes the plural and vice versa and a

gender includes any gender.

(b) References to clauses, paragraphs, recitals, schedules,

annexures and exhibits are references to clauses,

paragraphs, recitals, schedules, annexures and exhibits

in these Terms and Conditions.

(c) Headings are for convenience only and must be ignored

when construing these Terms and Conditions.

(d) Reference to a party includes each of its agents,

successors, permitted assigns or substitutes, executors

and administrators.

(e) Other parts of speech and grammatical forms of a word

or phrase defined in these Terms and Conditions have a

corresponding meaning.

(f) Reference to a person includes any company, firm,

partnership, joint venture, association, corporation or

other body corporate and any governmental agency

and vice versa.

(g) A reference to any agreement or document is also a

reference to that agreement or document as amended,

notated, supplemented or replaced from time to time.

(h) A reference to a law includes regulations and other

instruments under it and amendments or replacements

of any of them whether now or in the future.

(i) Any reference to “writing” includes an electronic

communication and “written” is to be interpreted

accordingly.

(j) Terms defined in the A New Tax System (Goods and

Services Tax) Act 1999 or the Corporations Act 2001 have

the same meaning in these Terms and Conditions unless

provided otherwise.

(k) “Month” means a calendar month.

(l) “Business Day” means a day that is not a Saturday,

Sunday or public holiday or bank holiday in Melbourne

or Sydney.

(m) “Including” and any other similar words are not words of

limitation.

(n) An agreement, deed, covenant, representation or

warranty on the part of 2 or more persons is for the

benefit and responsibility of them jointly and severally.

(o) General words following words describing a particular

class or category are not restricted to that class or

category.

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