Personal Property Securities Act. 2009 (PPSA) 14.1. In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA. 14.2. Upon assenting to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms: a) constitute a security agreement for the purposes of the PPSA; and b) create a security interest in: 1) all Products and /or collateral (account) – being a monetary obligation of the Customer or Distributor to the Supplier previously supplied (sold or otherwise) by the Supplier to the Customer or Distributor (if any); and 2) all Products and /or collateral (account) – being a monetary obligation of the Customer or Distributor to the Supplier that will be supplied (sold or otherwise) in the future by the Supplier to the Customer. 14.3. Upon assenting to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms: 14.4. The Customer or Distributor undertakes to: a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to: 1) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register; 2) register any other document required to be registered by the PPSA; 3) correct a defect in a statement referred to in clause 14.1; and/or 4) comply with section 275 of the PPSA. b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Products charged thereby; c) not register a financing change statement in respect of a security interest without the prior written consent of the Supplier; d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Products in favour of a third party without the prior written consent of the Supplier; and e) immediately advise the Supplier of any material change in its business practices of selling the Products which would result in a change in the nature of proceeds derived from such sales. 14.5. The Supplier and the Customer or Distributor agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms. 14.6. The Customer or Distributor hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA. 14.7. The Customer or Distributor waives its rights as a grantor and/or an Amount Owing or under sections 142 and 143 of the PPSA. 14.8. Unless otherwise agreed to in writing by the Supplier, the Customer or Distributor waives its right to receive a verification statement in accordance with section 157 of the PPSA. 14.9. The Customer or Distributor shall unconditionally ratify any actions taken by the Supplier under clauses 14.3 to 14.7. 14.10. The Customer or Distributor must not dispose or purport to dispose of, or create or purport to create or permit to create any security interest in the Products other than with the express written consent of the Supplier.
Appears in 1 contract
Samples: Trading Terms & Conditions
Personal Property Securities Act. 2009 (PPSA)
14.1. In this clause financing “Financing statement”, “financing change statement”, “security agreementinterest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and security interest has all related terms have the meaning given to it them by the PPSA.
14.2. Upon assenting (a) In consideration of XXXXXXXX supplying the Products to Terms in writing the Customer at the request of the Customer, the Customer by signing these Terms of Sale:
(i) grants to XXXXXXXX a “Purchase Money Security Interest” (“PMSI”) in all Products supplied by XXXXXXXX to the Customer from time to time as security for payment of the purchase price of the Products;
(ii) grants to XXXXXXXX a “Security Interest” (“SI”) in all Products supplied by XXXXXXXX to the Customer from time to time as security for payment of any other amount owed by the Customer to XXXXXXXX and as security for the performance by the Customer of the obligations set out in these Terms of Sale;
(iii) agrees that any Products or Distributor proceeds of sale of the Products coming into existence after the date of these Terms of Sale will come into existence subject to the PMSI and SI granted herein and these Terms of Sale without the need for any further action or agreement by any party;
(iv) acknowledges that the Customer has received valuable consideration from XXXXXXXX and agrees that these Terms:it is sufficient;
a(v) constitute a security agreement for agrees that the purposes of the PPSA; and
b) create a security interest in:
1) PMSI and SI has attached to all Products and /or collateral (account) – being a monetary obligation of the Customer supplied now or Distributor to the Supplier previously supplied (sold or otherwise) by the Supplier to the Customer or Distributor (if any); and
2) all Products and /or collateral (account) – being a monetary obligation of the Customer or Distributor to the Supplier that will be supplied (sold or otherwise) in the future by the Supplier XXXXXXXX to the CustomerCustomer and that the attachment of the PMSI has in no way been deferred or postponed.
14.3. Upon assenting (b) XXXXXXXX reserves the right to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms:
14.4. The Customer or Distributor undertakes to:
a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to:
1) register a financing statement or financing change statement in relation to a security interest on the Personal Property Properties Securities Register;
2) register any other document required Register to be registered by perfect the PPSA;
3) correct a defect in a statement referred to in clause 14.1; and/or
4) comply with section 275 PMSI and/or SI created under these Terms of the PPSASale.
b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Products charged thereby;
(c) not register a financing change statement in respect The costs of a security interest without the prior written consent of the Supplier;
d) not register, or permit to be registered, registering a financing statement or a financing change statement in relation can be charged to the Customer by XXXXXXXX at XXXXXXXX’X complete discretion, and may, where applicable, be charged to the customer’s credit account with XXXXXXXX.
(d) The Customer must promptly, on request by XXXXXXXX, execute all documents and do anything else reasonably required by XXXXXXXX to ensure that the PMSI and SI created under these Terms of Sale constitutes a perfected security interest.
(e) The Customer must not agree to allow any person to register a financing statement over any of the Products in favour of a third party which XXXXXXXX has any PMSI and/or SI without the prior written consent of XXXXXXXX and will immediately notify XXXXXXXX if the Supplier; and
e) immediately advise the Supplier Customer becomes aware of any material change person or entity taking steps to register a financing statement in its business practices of selling relation to any such Products.
(f) The Customer must not allow the Products which would result to become accessions or commingled with other goods unless XXXXXXXX has first perfected any PMSI or SI that XXXXXXXX has in a change in relation to the nature of proceeds derived from such salesProducts.
14.5. (g) If XXXXXXXX perfects any PMSI and/or SI that XXXXXXXX has in relation to the Products, the Customer must not do anything that results in XXXXXXXX having less than the security or priority granted by the PPSA that XXXXXXXX assumed at the time of perfection, subject only to the rights of a mortgagee pursuant to a registered mortgage.
(h) The Supplier Customer irrevocably grants to XXXXXXXX the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if XXXXXXXX has cause to exercise any of XXXXXXXX’x rights under Chapter 4 of the PPSA, and the Customer or Distributor agree that sections 96, 115 and 125 will indemnify XXXXXXXX for any claims made by any third party as a result of the PPSA do not apply to the security agreement created by these Termssuch exercise.
14.6. (i) The Customer or Distributor hereby waives its rights to receive notices under acknowledges and agrees that: -
(i) Nothing in sections 95125, 118, 121(4132(3)(d), 130, 132(3)(d) and 132(4) of the PPSA.
14.7. The Customer or Distributor waives its rights as a grantor and/or an Amount Owing or under sections 142 and 143 of the PPSAPPSA will apply to these Terms of Sale;
(ii) The Security Agreement created by these Terms of Sale may only be reinstated on the terms considered appropriate by XXXXXXXX at its complete discretion.
14.8. Unless otherwise agreed (j) The Customer acknowledges and agrees that to in writing the full extent permitted by the Supplierlaw and mentioned below, the following provisions of the PPSA will not apply to the enforcement of any PMSI and SI created under these Terms of Sale, and the Customer waives it’s right to: -
(i) not have goods damaged or Distributor waives its right be inconvenienced no more than necessarily incidental if XXXXXXXX removes an accession under s.92 PPSA;
(ii) to receive notice of any intention to remove an accession under s.95(1)(a);
(iii) to apply to the Court for an order postponing the removal of the accession or to determine the amount payable to XXXXXXXX for the retention of the accession under s.97 PPSA
(iv) to receive notice of a decision to enforce the security interest in personal property in the same way as an interest in land which secures the same obligation under s.118(1)(b)(i) PPSA;
(v) to receive notice of the enforcement of liquid assets under s.121(4) PPSA
(vi) to receive notice of any proposal to dispose of collateral under s.130(1)(a) PPSA;
(vii) to receive a Statement of Account if no disposal under s.132(4) PPSA; and
(viii) to receive notice of any proposal to retain collateral under s.135(1)(a) PPSA;
(ix) to receive notice of a verification statement in accordance with section 157 relation to any registration event (including registration of a financing statement or a financing change statement) relating to the PMSI and SI created under these Terms of Sale under s.157 PPSA.
14.9. The Customer or Distributor shall unconditionally ratify any actions taken by the Supplier under clauses 14.3 to 14.7.
14.10. The Customer or Distributor must not dispose or purport to dispose of, or create or purport to create or permit to create any security interest in the Products other than with the express written consent of the Supplier.;
Appears in 1 contract
Samples: Terms of Sale
Personal Property Securities Act. 2009 (PPSA)
14.1. In this clause financing “Financing statement”, “financing change statement”, “security agreementinterest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and security interest has all related terms have the meaning given to it them by the PPSA.
14.2. Upon assenting (a) In consideration of KATANA FOUNDATIONS supplying the Products to Terms in writing the Customer at the request of the Customer, the Customer by signing these Terms of Sale:-
(i) grants to KATANA FOUNDATIONS a “Purchase Money Security Interest” (“PMSI”) in all Products supplied by KATANA FOUNDATIONS to the Customer from time to time as security for payment of the purchase price of the Products;
(ii) grants to KATANA FOUNDATIONS a “security interest” (“SI”) in all Products supplied by KATANA FOUNDATIONS to the Customer from time to time as security for payment of any other amount owed by the Customer to KATANA FOUNDATIONS and as security for the performance by the Customer of the obligations set out in these Terms of Sale;
(iii) agrees that any Products or Distributor proceeds of sale of the Products coming into existence after the date of these Terms of Sale will come into existence subject to the PMSI and SI granted herein and these Terms of Sale without the need for any further action or agreement by any party;
(iv) acknowledges that the Customer has received valuable consideration from KATANA FOUNDATIONS and agrees that these Terms:
a) constitute a security agreement for the purposes of the PPSA; it is sufficient; and
b(v) create a security interest in:
1) agrees that the PMSI and SI have attached to all Products and /or collateral (account) – being a monetary obligation of the Customer supplied now or Distributor to the Supplier previously supplied (sold or otherwise) by the Supplier to the Customer or Distributor (if any); and
2) all Products and /or collateral (account) – being a monetary obligation of the Customer or Distributor to the Supplier that will be supplied (sold or otherwise) in the future by the Supplier KATANA FOUNDATIONS to the CustomerCustomer and that the attachment of the PMSI has in no way been deferred or postponed.
14.3. Upon assenting (b) KATANA FOUNDATIONS reserves the right to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms:
14.4. The Customer or Distributor undertakes to:
a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to:
1) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
2) register any other document required to be registered by the PPSA;
3) correct a defect in a statement referred to in clause 14.1; and/or
4) comply with section 275 of the PPSA.
b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Properties Securities Register established by to perfect the PPSA or releasing any Products charged thereby;PMSI and/or SI created under these Terms of Sale;
(c) not register a financing change statement in respect the costs of a security interest without the prior written consent of the Supplier;
d) not register, or permit to be registered, registering a financing statement or a financing change statement in relation can be charged to the Customer by KATANA FOUNDATIONS at KATANA FOUNDATIONS complete discretion and may, where applicable, be charged to the Customer’s credit account with KATANA FOUNDATIONS;
(d) the Customer must promptly, on request by XXXXXX FOUNDATIONS, execute all documents and do anything else reasonably required by KATANA FOUNDATIONS to ensure that the PMSI and SI created under these Terms of Sale constitutes a perfected security interest;
(e) the Customer must not agree to allow any person to register a financing statement over, any of the Products in favour of a third party which KATANA FOUNDATIONS has any PMSI and/or SI without the prior written consent of KATANA FOUNDATIONS and will immediately notify KATANA FOUNDATIONS if the Supplier; and
e) immediately advise the Supplier Customer becomes aware of any material change person or entity taking steps to register a financing statement in its business practices of selling relation to any such Products;
(f) the Customer must not allow the Products which would result to become accessions or commingled with other goods unless KATANA FOUNDATIONS has first perfected any PMSI or SI that KATANA FOUNDATIONS has in relation to the Products;
(g) if KATANA FOUNDATIONS perfects any PMSI and/or SI that KATANA FOUNDATIONS has in relation to the Products, the Customer must not do anything that results in KATANA FOUNDATIONS having less than the security or priority granted by the PPSA that KATANA FOUNDATIONS assumed at the time of perfection, subject only to the rights of a change mortgagee pursuant to a registered mortgage;
(h) the Customer irrevocably grants to KATANA FOUNDATIONS the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the nature Customer or to any third party, if KATANA FOUNDATIONS has cause to exercise any of proceeds derived from such sales.
14.5. The Supplier KATANA FOUNDATIONS rights under Chapter 4 of the PPSA, and the Customer or Distributor agree that will indemnify KATANA FOUNDATIONS for any claims made by any third party as a result of such exercise;
(i) the Customer acknowledges and agrees that:-
(i) nothing in sections 96125, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms.
14.6. The Customer or Distributor hereby waives its rights to receive notices under sections 95, 118, 121(4132(3)(d), 130, 132(3)(d) and 132(4) of the PPSA.
14.7. The Customer or Distributor waives its rights as a grantor and/or an Amount Owing or under sections 142 and 143 of the PPSAPPSA will apply to these Terms of Sale; and
(ii) the Security Agreement created by these Terms of Sale may only be reinstated on the terms considered appropriate by KATANA FOUNDATIONS at its complete discretion.
14.8. Unless otherwise agreed (j) the Customer acknowledges and agrees that to in writing the full extent permitted by the Supplierlaw and mentioned below, the following provisions of the PPSA will not apply to the enforcement of any PMSI and SI created under these Terms of Sale, and the Customer waives it’s right to:-
(i) not have goods damaged or Distributor waives its right be inconvenienced no more than necessarily incidental if KATANA FOUNDATIONS removes an accession under s.92 PPSA;
(ii) to receive notice of any intention to remove an accession under s.95(1)(a);
(iii) to apply to the Court for an order postponing the removal of the accession or to determine the amount payable to KATANA FOUNDATIONS for the retention of the accession under s.97 PPSA;
(iv) to receive notice of a decision to enforce the security interest in personal property in the same way as an interest in land which secures the same obligation under s.118(1)(b)(i) PPSA;
(v) to receive notice of the enforcement of liquid assets under s.121(4) PPSA;
(vi) to receive notice of any proposal to dispose of collateral under s.130(1)(a) PPSA;
(vii) to receive a statement of account if no disposal under s.132(4) PPSA;
(viii) to receive notice of any proposal to retain collateral under s.135(1)(a) PPSA; and
(ix) to receive notice of a verification statement in accordance with section 157 relation to any registration event (including registration of a financing statement or a financing change statement) relating to the PMSI and SI created under these Terms of Sale under s.157 PPSA.
14.9. The Customer or Distributor shall unconditionally ratify any actions taken by the Supplier under clauses 14.3 to 14.7.
14.10. The Customer or Distributor must not dispose or purport to dispose of, or create or purport to create or permit to create any security interest in the Products other than with the express written consent of the Supplier.
Appears in 1 contract
Samples: Terms of Sale
Personal Property Securities Act. 2009 (PPSA)
14.1. In this clause financing “Financing statement”, “financing change statement”, “security agreementinterest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and security interest has all related terms have the meaning given to it them by the PPSA.
14.2. Upon assenting (a) In consideration of XXXXXXXX supplying the Products and/or Services to Terms in writing the Customer at the request of the Customer, the Customer by signing these Terms of Sale:
(i) grants to XXXXXXXX a “Purchase Money Security Interest” (“PMSI”) in all Products supplied by XXXXXXXX to the Customer from time to time as security for payment of the purchase price of the Products;
(ii) grants to XXXXXXXX a “Security Interest” (“SI”) in all Products supplied by XXXXXXXX to the Customer from time to time as security for payment of any other amount owed by the Customer to XXXXXXXX and as security for the performance by the Customer of the obligations set out in these Terms of Sale;
(iii) agrees that any Products supplied by XXXXXXXX to the Customer by way of sale, or Distributor proceeds of sale of the Products coming into existence after the date of these Terms of Sale will come into existence subject to the PMSI and SI granted herein and these Terms of Sale without the need for any further action or agreement by any party;
(iv) acknowledges that the Customer has received valuable consideration from XXXXXXXX and agrees that these Terms:
a) constitute a security agreement for the purposes of the PPSAit is sufficient; and
b(v) create a security interest in:
1) agrees that the PMSI and SI has attached to all Products and /or collateral (account) – being a monetary obligation of the Customer supplied now or Distributor to the Supplier previously supplied (sold or otherwise) by the Supplier to the Customer or Distributor (if any); and
2) all Products and /or collateral (account) – being a monetary obligation of the Customer or Distributor to the Supplier that will be supplied (sold or otherwise) in the future by the Supplier XXXXXXXX to the CustomerCustomer and that the attachment of the PMSI has in no way been deferred or postponed.
14.3. Upon assenting (b) XXXXXXXX reserves the right to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms:
14.4. The Customer or Distributor undertakes to:
a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to:
1) register a financing statement or financing change statement in relation to a security interest on the Personal Property Properties Securities Register;
2) register any other document required Register to be registered by perfect the PPSA;
3) correct a defect in a statement referred to in clause 14.1; and/or
4) comply with section 275 PMSI and/or SI created under these Terms of the PPSASale.
b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Products charged thereby;
(c) not register a financing change statement in respect The costs of a security interest without the prior written consent of the Supplier;
d) not register, or permit to be registered, registering a financing statement or a financing change statement in relation can be charged to the Products in favour of a third party without the prior written consent of the Supplier; and
e) immediately advise the Supplier of any material change in its business practices of selling the Products which would result in a change in the nature of proceeds derived from such sales.
14.5. The Supplier Customer by XXXXXXXX at XXXXXXXX’x complete discretion, and the Customer or Distributor agree that sections 96may, 115 and 125 of the PPSA do not apply where applicable, be charged to the security agreement created by these Termscustomer’s credit account with XXXXXXXX.
14.6. The Customer or Distributor hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
14.7. The Customer or Distributor waives its rights as a grantor and/or an Amount Owing or under sections 142 and 143 of the PPSA.
14.8. Unless otherwise agreed to in writing by the Supplier, the Customer or Distributor waives its right to receive a verification statement in accordance with section 157 of the PPSA.
14.9. The Customer or Distributor shall unconditionally ratify any actions taken by the Supplier under clauses 14.3 to 14.7.
14.10. The Customer or Distributor must not dispose or purport to dispose of, or create or purport to create or permit to create any security interest in the Products other than with the express written consent of the Supplier.
Appears in 1 contract
Samples: Terms of Sale
Personal Property Securities Act. 2009 (PPSA)
14.1. In this clause financing “Financing statement”, “financing change statement”, “security agreementinterest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and security interest has all related terms have the meaning given to it them by the PPSA.
14.2. Upon assenting (a) In consideration of ALL METAL supplying the Products to Terms in writing the Customer at the request of the Customer, the Customer:
(i) grants to ALL METAL a “Purchase Money Security Interest” (“PMSI”) in all Products supplied by ALL METAL to the Customer from time to time as security for payment of the purchase price of such Products;
(ii) grants to ALL METAL a “Security Interest” (“SI”) in all Products supplied by ALL METAL to the Customer from time to time and in all of the Customer’s personal property as security for payment of any other amount owed by the Customer to ALL METAL and as security for the performance by the Customer of the obligations set out in these Terms of Sale;
(iii) agrees that any Products or Distributor proceeds of sale of the Products coming into existence after the date of these Terms of Sale will come into existence subject to the PMSI and SI granted herein and these Terms of Sale without the need for any further action or agreement by any party;
(iv) acknowledges that the Customer has received valuable consideration from ALL METAL and agrees that these Terms:it is sufficient;
a(v) constitute a security agreement for agrees that the purposes of the PPSA; and
b) create a security interest in:
1) PMSI and SI has attached to all Products and /or collateral (account) – being a monetary obligation of the Customer supplied now or Distributor to the Supplier previously supplied (sold or otherwise) by the Supplier to the Customer or Distributor (if any); and
2) all Products and /or collateral (account) – being a monetary obligation of the Customer or Distributor to the Supplier that will be supplied (sold or otherwise) in the future by the Supplier ALL METAL to the CustomerCustomer and that the attachment of the PMSI has in no way been deferred or postponed.
14.3. Upon assenting (b) ALL METAL reserves the right to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms:
14.4. The Customer or Distributor undertakes to:
a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to:
1) register a financing statement or financing change statement in relation to a security interest on the Personal Property Properties Securities Register;
2) register any other document required Register to be registered by perfect the PPSA;
3) correct a defect in a statement referred to in clause 14.1; and/or
4) comply with section 275 PMSI and/or SI created under these Terms of the PPSASale.
b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Products charged thereby;
(c) not register a financing change statement in respect The costs of a security interest without the prior written consent of the Supplier;
d) not register, or permit to be registered, registering a financing statement or a financing change statement in relation can be charged to the Customer by ALL METAL at ALL METAL’S complete discretion, and may, where applicable, be charged to the Customer’s credit account with ALL METAL.
(d) The Customer must promptly, on request by ALL METAL, execute all documents and do anything else reasonably required by ALL METAL to ensure that the PMSI and SI created under these Terms of Sale constitutes a perfected security interest.
(e) The Customer must not agree to allow any person to register a financing statement over any of the Products in favour of a third party which ALL METAL has any PMSI and/or SI without the prior written consent of ALL METAL and will immediately notify ALL METAL if the Supplier; and
e) immediately advise the Supplier Customer becomes aware of any material change person or entity taking steps to register a financing statement in its business practices of selling relation to any such Products.
(f) The Customer must not allow the Products in which would result ALL METAL has any PMSI or SI to become accessions or commingled with other goods unless ALL METAL has first perfected any PMSI or SI that ALL METAL has in a change in relation to the nature of proceeds derived from such salesProducts.
14.5. (g) If ALL METAL perfects any PMSI and/or SI that ALL METAL has in relation to the Products, the Customer must not do anything that results in ALL METAL having less than the security or priority granted by the PPSA that ALL METAL assumed at the time of perfection, subject only to the rights of a mortgagee pursuant to a registered mortgage.
(h) The Supplier Customer irrevocably grants to ALL METAL the right to enter upon the Customer’s property or premises, without notice, and without being in any way liable to the Customer or to any third party, if ALL METAL has cause to exercise any of ALL METAL’s rights under Chapter 4 of the PPSA, and the Customer or Distributor agree that sections 96, 115 and 125 will indemnify ALL METAL for any claims made by any third party as a result of the PPSA do not apply to the security agreement created by these Termssuch exercise.
14.6. (i) The Customer or Distributor hereby waives its rights to receive notices under acknowledges and agrees that: -
(i) nothing in sections 95125, 118, 121(4132(3)(d), 130, 132(3)(d) and 132(4) of the PPSA.
14.7. The Customer or Distributor waives its rights as a grantor and/or an Amount Owing or under sections 142 and 143 of the PPSA.PPSA will apply to these Terms of Sale;
14.8. Unless otherwise agreed (ii) sections 92, 95(1)(a), 97, 118(1)(b)(i), 121(4), 130(1)(a), 132(4), and 135(1)(a) of the PPSA will not apply to the enforcement of any PMSI and SI created under these Terms of Sale and the Customer waives any rights given to the Customer by, and obligations imposed on ALL METAL in writing by relation to the SupplierCustomer under, the said sections;
(i) the Customer or Distributor waives its it’s right to receive notice of a verification statement in accordance with relation to any registration event (including registration of a financing statement or a financing change statement) relating to the PMSI and SI created under these Terms of Sale under section 157 of the PPSA; and
(ii) the Security Agreement created by these Terms of Sale may be reinstated on the terms considered appropriate by ALL METAL at its complete discretion.
14.9. The Customer or Distributor shall unconditionally ratify any actions taken by the Supplier under clauses 14.3 to 14.7.
14.10. The Customer or Distributor must not dispose or purport to dispose of, or create or purport to create or permit to create any security interest in the Products other than with the express written consent of the Supplier.
Appears in 1 contract
Samples: Terms of Sale
Personal Property Securities Act. 2009 1999
(PPSA)
14.1. In this clause financing statement, financing change statement, a) The Customer hereby acknowledges that these Terms constitute a security agreement, and agreement which creates a security interest has in favour of the meaning given Vendor in all Goods and Services previously supplied by the Vendor to it the Customer (if any) and all after acquired Goods and Services supplied by the Vendor to the Customer (or for the Customer's account) to secure the payment from time to time and at a time, including future advances. The Customer agrees to grant a "purchase money security interest" to the Vendor, as that term is defined in the PPSA.
14.2. Upon assenting to Terms in writing the (b) The Customer or Distributor acknowledges and agrees that by assenting to these Terms:
a) constitute a security agreement for terms the purposes of the PPSA; and
b) create Customer grants a security interest in:
1) all Products and /or collateral (account) – being a monetary obligation by virtue of the Customer or Distributor retention of title clause in these Terms) to the Supplier Vendor and all Goods and Services previously supplied (sold or otherwise) by the Supplier Vendor to the Customer or Distributor (if any); and
2) and all Products after-acquired Goods and /or collateral Services supplied by the Vendor to the Customer (or for the Customer's account) – being a monetary obligation of the Customer and these terms shall apply notwithstanding anything express or Distributor implied to the Supplier that will be supplied (sold or otherwise) contrary contained in the future by the Supplier to the Customer's purchase order.
14.3. Upon assenting to Terms in writing the Customer or Distributor acknowledges and agrees that these Terms:
14.4. (c) The Customer or Distributor undertakes to:
a(i) promptly sign any further documents and/or provide any further information (such which information the Customer warrants to be complete, accurate and up-to-date in all respects) which the Supplier Vendor may reasonably require to:
1) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
2) register any other document required to be registered by the PPSA;
3) correct a defect in a statement referred to in clause 14.1; and/or
4) comply with section 275 enable registration of the PPSA.
b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Products charged thereby("PPSR");
c(ii) not register a financing change statement as defined in section 135 of the PPSA or make a demand to alter the financing statement pursuant to section 162 of the PPSA in respect of a security interest the Goods without the prior written consent of the SupplierVendor;
d(iii) give the Vendor not registerless than 14 days' prior written notice of any proposed change in the Customer's name and/or any other changes in the Customer's details (including but not limited to changes in the Customer's address, facsimile number, email address; trading name or permit to be registered, business practice);
(iv) pay all costs incurred by the Vendor in registering and maintaining a financing statement or (including registering a financing change statement statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these Terms including executing subordination agreements;
(v) be responsible for the full costs incurred by the Vendor (including actual legal fees and disbursements on a solicitor/client basis) in relation obtaining an order pursuant to the Products in favour of a third party without the prior written consent section 167 of the SupplierPPSA; and
e(vi) immediately advise the Supplier of any material change in its business practices of selling the Products which would result in a change in the nature of proceeds derived from such sales.
14.5. The Supplier and the Customer or Distributor agree that waives any rights it may have under sections 96116, 115 119, 120(2), 121, 125, 126, 127, 129, 131 and 125 132 of the PPSA do not apply to the security agreement created by these Termsupon enforcement.
14.6. The Customer or Distributor hereby waives its rights (d) Pursuant to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) section 148 of the PPSA.
14.7. The Customer or Distributor waives its rights as a grantor and/or an Amount Owing or under sections 142 and 143 of the PPSA.
14.8. Unless , unless otherwise agreed to in writing by the SupplierVendor, the Customer or Distributor waives its the right to receive a the verification statement in accordance respect of any financing statement or financing change statement relating to the security interest.
(e) To the maximum extent permitted by law, the Customer waives its rights and, with section 157 the Vendor's agreement, contracts out of its rights under sections referred to in sections 107(2), 8(e) and (g) to (l) of the PPSA.
14.9. (f) The Customer or Distributor agrees that nothing in section 113, 114(1)(a), 116, 117, 119, 120(2), 121, 125, 126, 127, 129, 131 to 134 (inclusive) and 148 of the PPSA shall unconditionally ratify any actions taken apply to these Terms, and, with the Vendor's agreement, contracts out of such sections.
(g) The Customer and the Vendor agree that section 109(1) of the PPSA is contracted out of in respect of particular Goods and Services if and only for as long as the Vendor is not the secured party with priority over all other secured parties in respect of those Goods and Services.
(h) The Customer agrees that immediately on request by the Supplier under clauses 14.3 Vendor the Customer will procure from any persons considered by the Vendor to 14.7be relevant to its security position such agreement and waivers as the Vendor may at any time require.
14.10. The Customer or Distributor must not dispose or purport to dispose of, or create or purport to create or permit to create any security interest in the Products other than with the express written consent of the Supplier.
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Samples: Terms and Conditions of Trade
