Untitled Document

Terms and Conditions

1. Definitions and Interpretation

1.1 Definitions

In these Terms the following terms have the following meanings unless the context otherwise requires:

(a) "Application" means the application for credit made by the Customer to Senator Trading;

(b) "Agreement" means any agreement or contract entered into for the provision of Products and/or Services by Senator Trading to the Customer and includes the Application and incorporates these Terms;

(d) "Bank" means an authorised deposit taking institution within the meaning of the Banking Act 1959 of the Commonwealth;

(e) "Bank Guarantee" means an irrevocable undertaking by a Bank to pay an amount or amounts of money on demand and containing such terms and conditions which Senator Trading may in its absolute discretion
determine are acceptable to it;

(f) "Confidential Information" means the Intellectual Property and all information acquired by the Customer about Senator Trading, including information about Senator Trading's products, processes, systems, equipment, dealings, transactions, policies, finances, organisation or personnel, or about those of its customers or anyone associated with it or them, unless that information is available to the public;

(g) "Customer" means a person, firm or corporation, jointly and severally if there is more than one, acquiring Products or Services from Senator Trading;

(h) "GST" means the Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended from time to time;

(i) "Guarantor" means the person, persons or entities named in the Application;

(j) "Intellectual Property" means all copyright, patents, trade marks, designs, names, formulae, specifications, confidential information and all modifications, improvements and enhancements (whether registrable or not) owned or licensed by Senator Trading in respect of the Products or Services;

(k) "Price" means the price stated in Senator Trading's quote, price schedule or letter attached to these Terms which is subject to Clause 3;

(l) "Products" means any Products ordered by the Customer, and supplied by Senator Trading;

(m) "Senator Trading" means Senator Trading Pty Ltd ACN 108 651 823 of 35 Merri Concourse, Campbellfield, Victoria, 3061 (postal address P.O. Box 986, Berwick, VIC 3806) and its permitted successors and assigns;

(n) "Services" means any Services supplied by Senator Trading to the Customer in connection with the Products; and

(o) "Terms" means these Terms and Conditions of Trade.

1.2 Interpretation

In the interpretation and application of this document the following rules apply unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include all other genders and vice versa;

(d) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

(e) this document is governed by the laws of the State of Victoria and its courts and the Federal Courts of Australia are the exclusive forum for any dispute;

(f) a covenant, agreement, warranty, obligation, liability or similar on the part of two or more persons binds each of them jointly and severally;

(g) the recitals accurately set out the circumstances in which the parties have entered this document;

(h) no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this document or part of it;

(i) (I) this document binds and enures for the benefit of successors and permitted transferees or assigns of the parties;

(j) headings or margin notes in this document are for ease of reference only and do not affect the meaning or interpretation of this document;

(k) a reference to any statutory enactment or any law includes that statutory enactment or law as amended, modified or re-enacted from time to time and all rules regulations or other subordinate legislation made under that statute;

(l) a reference to a body (including without limitation an institute, association or authority) whether statutory or not which has ceased to exist or whose powers or functions have been transferred to another body is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

(m) a reference to an agreement or document (including, without limitation, a reference to this document) is to the agreement or document as amended, varied, supplemented, transferred or replaced except to the extent prohibited by the provisions in this document or that other agreement or document;

(n) includes, including and similar expressions are not intended to operate as words of limitation or imply any limitation;

(o) "In respect of" must be construed so as to have the widest possible import whether or not any direct relationship or connection exists and the expression includes the words or expressions "arising or to arise out of", flowing or to flow from", "in connection with", "related to", "concerning", "about", "on", "as a result of", "touching or concerning" and any similar expressions connoting any direct or indirect linkage or nexus;

(p) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done;

(q) a reference to dollars and $ and other monetary amounts is to Australian currency;

(r) a reference to writing includes a facsimile transmission, an email transmission and any means of reproducing words in a tangible and permanently visible form;

(s) a reference to time is to that time in the State of Victoria;

(t) (t) if the day on or by which anything is to be done is not a business day then that thing must be done on or by the next business day. For the purposes of this document a business day is a day other than a Saturday, Sunday or Gazetted Public Holiday in the State of Victoria;

(u) where any time period is to be calculated from a specified date, that date must be included in the calculation;

(v) except as otherwise specifically provided in these Terms the provisions of this document cannot be varied except by a subsequent document executed by the parties expressed to vary or be made in substitution for this document;

(w) it is not necessary for a party to this document to incur any expense or make any payment before enforcing a right of indemnity;

(x) the rights created by this document are cumulative with and not exclusive of the Rights provided by Law or otherwise independently of this document; this document contains all agreements made between the parties in relation to the subject of this document;

(y) time is of the essence.

2. Basis of Agreement

2.1 Any written quotation provided by Senator

Trading to the Customer concerning the proposed supply of Products or Services is:

(a) an invitation to treat only;

(b) remains valid until otherwise advised by Senator Trading; and

2.2 The Agreement is accepted by Senator Trading when it confirms its acceptance of an offer from the Customer in writing, or provides the Customer with the Products or Services.

2.3 Senator Trading in its absolute discretion may refuse to accept any offer.

2.4 It is the Customer's responsibility to provide Senator Trading with its specific requirements in relation to the Products and Services.

2.5 Details contained in any written quotation, tender or letter from Senator Trading form part of the Agreement, and where inconsistent with the Agreement, the details in the quotation, tender or letter prevail.

2.6 Senator Trading may vary or amend these Terms by notice in writing to the Customer at any time. Any variations or amendments will apply to orders made by the Customer after the date of the notice.

2.7 If a Customer places an order for any Goods or Services over the telephone or by any other verbal means the order may be refused by Senator Trading if the Customer fails to confirm the order in writing on the same day as the telephone or verbal order is taken.

3. Pricing

3.1 Unless otherwise stated in the quotation, prices quoted for the supply of Products and Services excludes GST and in addition to payment of the Price for Products or Services, the Customer must pay GST.

3.2 If the Customer requests any variation, Senator Trading may increase the Price to account for the variation.

3.3 Where there is any change in the costs incurred by Senator Trading in relation to the Products after the date of order, Senator Trading may increase its Price for those on order to take account of any such change, by notifying the Customer.

3.4 Where any delay on the part of the Customer results in an increase in cost to Senator Trading, the additional cost may be added to the Price.

3.5 If the delivery of Products is delayed or prevented by circumstances caused by the Customer, including that the Customer is not able to accept delivery, the Customer will pay all costs associated with delivery, storage of the Products, insurance, and any costs incurred while making further attempts to deliver the Products.

4. Payment

4.1 Unless otherwise agreed, payment for the Products must be made in full on delivery of the Products.

4.2 Unless otherwise agreed, payment for the Services must be made in full on completion of the Services.

4.3 If credit is provided by Senator Trading, payment must be made within 30 days from the end of the month in which the invoice is dated.

4.4 Payment by cheque is not deemed made until the proceeds of the cheque have cleared.

4.5 Credit terms may be revoked or amended at the sole discretion of Senator Trading immediately upon giving written notice to the Customer.

4.6 If a Customer's account has not been used for 18 months then that account will be closed without notice. The Customer will be required to open a new account and provide credit credentials. If requested by Senator Trading the Customer must give Senator Trading any up to date details that relate to the Customer.

4.7 Senator Trading will provide a tax invoice for GST purposes.

4.8 Any other payment terms must be agreed in writing and signed by Senator Trading.

5. Payment Default

5.1 If the Customer defaults in payment by the due date of any amount payable to Senator
Trading, then all money outstanding including any money not yet due to be paid, becomes immediately due and payable without the requirement of any notice to the Customer, and Senator Trading may, without prejudice to any other remedy available to it:

(a) charge the Customer interest on any sum outstanding at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 plus 2 per cent for the period from the due date until the date of payment in full;

(b) charge the Customer for all expenses and costs (including legal costs and disbursements on an indemnity basis) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum outstanding;

(c) cease or suspend for such period as Senator Trading thinks fit, the supply of any further Products or Services to the Customer;

(d) by notice in writing to the Customer, terminate any Agreement with the Customer so far as unperformed by Senator Trading, without effect on the accrued rights of Senator Trading Pty Ltd under any Agreement.

5.2 Clause 5.1(c) and (d) may be relied upon, at Senator Trading's option:

(a) where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or

(b) where the Customer is a corporation and it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.

6. Passing of Property

6.1 Until full payment in cleared funds is received by Senator Trading for all Products supplied by it to the Customer, as well as all other amounts owing to Senator Trading by the Customer:

(a) title and property in all Products remains vested in Senator Trading and does not pass to the Customer;

(b) the Customer must hold the Products as fiduciary bailee and agent for Senator Trading;

(c) where practicable the Customer must keep the Products separate from its goods and maintain the labeling and packaging of Senator Trading on the Products;

(d) the Customer is required to hold the proceeds of any sale of the Products on trust for Senator Trading and if the Customer uses the Products for itself or a third party in some manufacturing or other processes, the Customer must hold such part of the proceeds of such manufacturing or other processes as relates to the Products, on trust for Senator Trading, and pay those monies to Senator Trading on demand.

(e) Senator Trading Pty Ltd may, without notice, enter any premises where it suspects the Products may be and remove them, and for this purpose the Customer irrevocably authorises and licences Senator Trading to enter such premises and also indemnifies Senator Trading from and against all costs, claims, demands or actions by any party arising from such action.

7. Risk and Insurance

7.1 The risk in the Products and all insurance responsibility for theft, damage or otherwise in respect of the Products passes to the Customer immediately upon delivery of the Products to the Customer.

7.2 If as a result of default by the Customer, the Goods are unable to be delivered the risk in the Products and all insurance for theft, damage or otherwise in respect of the Products pass to the Customer, from the time of attempted delivery.

8. Performance of Agreement

8.1 Any period or date for availability or delivery of Products or provision of Services stated by Senator Trading is intended as an estimate only and is not a contractual commitment. Senator Trading will use its best reasonable endeavours to meet any estimated dates for availability or delivery of the Products or completion of the Services.

8.2 Unless expressly stipulated in writing to the contrary, any performance or output figures supplied in respect of Products are estimates.

8.3 The Customer may not cancel the Agreement and/or claim damages other than liquidated damages expressly agreed upon in the written quotation, as a result of late delivery or supply.

9. Delivery

9.1 The Customer is responsible for organizing delivery of the Products from Senator Trading unless otherwise agreed.

9.2 The Customer is responsible for checking all Products to make sure that the correct volume, concentration levels and type of Products have been received. Any shortage, excess or inaccuracy of any of the Products must be reported to Senator Trading within 7 days of receipt of the Products by the Customer. Senator Trading will not be responsible for any claim for shortages or failure to meet specifications after this time.

9.3 The Customer must provide suitable access to on site tanks, or other suitable receptacles,

to allow the unloading of the Products.

9.4 The Customer indemnifies Senator Trading against any loss or damage suffered by Senator Trading, its sub-contractors or employees as a result of delivery, except where caused by the negligence of Senator Trading.

9.5 Late delivery or supply will not entitle the Customer to vary or cancel the Agreement, or claim damages as a result.

10.Containers

10.1 Subject to clause 10.5, containers in which Products are delivered and for which a separate charge is included in the invoice, (other than a deposit charge), unless otherwise specified, are sold with the Products.

10.2 Where 'deposit charge' is included on any invoice, the containers in which products are delivered remain the property of Senator Trading ("deposit container").

10.3 Deposit charges will be refunded in full on receipt of the deposit container by prepaid freight at a Senator Trading depot within 6 months of the delivery date, provided that the

deposit container is in good order and condition.

10.4 If deposit containers are not returned in a satisfactory condition, (in Senator Trading reasonable discretion), such portion of the deposit will be refunded as deemed reasonable by Senator Trading.

10.5 No up-front charges will be made for bulky boxes and specified drums. However, these remain the property of Senator Trading at all times and must be returned to Senator Trading within 14 days of any demand being made for their return. Bulky boxes and drums must be returned at the Customer's risk and expense. The Customer bears all risks associated with the bulky boxes and drums until their return to Senator Trading and indemnifies Senator Trading against any loss, damage or deterioration. The deemed value of any bulky box or drum is taken to be replacement cost.

10.6 If Product is delivered to the Customer on a Chep pallet or similar, Senator Trading will accept a Chep pallet of similar condition in exchange. If an appropriate pallet is not exchanged, the Customer authorises Senator Trading to advise Chep to debit the Customers account for the number of pallets not exchanged. The Customer must indemnify Senator Trading for any costs associated with failure to exchange a pallet in accordance with this clause.

10.7 The Customer acknowledges that certain containers belong to third parties and if those containers are not returned to Senator Trading empty within 48 hours or other period of time notified by Senator Trading to the Customer before or at the time of delivery of the Products late return fees may be charged to the Customer.

11 . Liability

11.1 Except as specifically contained in any Agreement and in any warranty statement provided with the Products, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Products, whether implied by statute, common law, trade usage, custom or otherwise, is expressly excluded.

11.2 Liability arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the Products or Services or alternatively the sale, use of, storage or any other dealings with the Products by the Customer or any third party is limited to one of the following as determined by Senator Trading in its sole discretion;

(a) the replacement of the Products or the supply of the equivalent Products or re-supply of the Services; or

(b) the payment of the cost of replacing the Products or acquiring equivalent Products.

11.3 Senator Trading is not liable for any direct or indirect or consequential losses or expenses suffered by the Customer or any third party, as a result of the provision of the Products, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.

11.4 Senator Trading will not be liable for any loss or damage suffered by the Customer where Senator Trading has failed to meet any delivery or availability date or cancels or suspends the supply of Products or Services.

11.5 Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of attempting to exclude, restrict or modify the application of any State or Federal legislation applicable to the sale of Products or the provision of Services that cannot be excluded, restricted or modified.

12. Cancellation

12.1 If, through circumstances beyond its control, Senator Trading is unable to effect delivery or provision of Products or Services, then Senator Trading may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer.

12.2 Where delivery is delayed due to circumstances beyond the control of Senator Trading, including but not limited to acts of God, terrorism, strikes, blackouts, fires, storms, or accidents, Senator Trading may suspend the delivery of the Products until such time as the circumstances preventing delivery cease, and the Customer must allow a reasonable time for delivery following the cessation of the circumstances.

12.3 No purported cancellation or suspension of an order or any part thereof by the Customer is binding on Senator Trading, after that order has been accepted by Senator Trading.

12.4 If cancellation occurs under clause 12, or if cancellation is accepted by Senator Trading Pty Ltd, the Customer remains liable to Senator Trading for any costs incurred by Senator Trading prior to the cancellation of the Agreement.

13. Specifications

13.1 All specifications, formulae, drawings, illustrations descriptive matter and particulars contained in Senator Trading's catalogues, website and marketing documents are indicative only, do not form part of any Agreement, and are not representations or warranties of any kind. Any discrepancy will not entitle the Customer to rescind the Agreement or seek compensation or damages.

13.2 The Customer may not reverse engineer any Products provided to it by Senator Trading.

13.3 All drawings, descriptive matter and particulars supplied and remain Senator Trading's property and are to be returned to Senator Trading on demand. The Customer must not publish or communicate any of them to any person or publish or permit them to be copied or communicate them to any other person without Senator Trading's prior consent in writing.

14. Intellectual Property

14.1 The Customer acknowledges that it has no proprietary right or interest in the Intellectual Property.

14.2 The Customer must not register or record or attempt to register or record anywhere in the world the Intellectual Property or any part thereof or any patents, inventions, trade marks or designs derived from or similar to the Intellectual Property or aid or abet anyone else in doing so.

14.3 The Customer must not at any time create, sell, manufacture or process any products using or taking advantage of the Intellectual Property.

14.4 Any Intellectual Property provided to the Customer by Senator Trading in connection with the Products remains the exclusive property of Senator Trading and must be returned to Senator Trading on demand and must not be copied or communicated to any third party without the express prior written consent of Senator Trading.

14.5 The Customer may not use any trade marks or trade names unless specifically authorised by Senator Trading.

15. Senator Trading's Warranties

15.1 Subject to clause 15.3, Senator Trading will replace if it deems necessary in its reasonable discretion, any Product that does not meet the standard specified in the product description, provided that the Product may have an acceptable variance.

15.2 Provision of the warranty referred to in clause 15.1 is subject to:

(a) payment in full in accordance with those Terms;

(b) written notice from the Customer within 7 days of delivery of any Product that it believes does not meet specifications.

(c) independent evidence supplied by the Customer that the Products do not meet specifications or the provision of a sample of the Products to Senator Trading for testing.

(d) correct storage of the Product in accordance with instructions.

(e) decontamination of storage

receptacles in accordance with statutory regulations and best practice prior to placing any Product in the receptacle.

(f) using Products in accordance with their intended purpose.

15.3 The warranty excludes damage or alteration to Products arising from circumstances outside the control of Senator Trading, including, without limitation, mixing of other chemicals or products, or where Products are not used for their intended purpose.

16. Customer's Warranties and Indemnities

16.1 The Customer warrants to use the Products in

accordance with;

(a) any instructions provided to it by Senator Trading from time to time; and

(b) all government and local regulations governing the storage, use and maintenance of the Products.

16.2 The Customer represents and warrants to Senator Trading that:

(a)it has the power, capacity and authority to enter into the Agreement;

(b)the Agreement and these Terms are valid and binding on it;

(d)it is aware that Senator Trading is relying on the warranties in these Terms in executing these Terms;

(e)all information given by the Customer to Senator Trading (including any details in the Application) are true, correct, accurate and complete.

16.3 The Customer indemnifies and keeps Senator Trading indemnified against all costs, expenses, losses or damages incurred by Senator Trading as a result of a breach of these Terms or any Agreement.

17. Privacy

17.1 Senator Trading is bound by the Privacy Act 1988 and takes steps to ensure that all personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed and transferred in accordance with the National Privacy Principles. Such information may be accessed by request to Senator Trading in accordance with the Privacy Act.

17.2 (a) The Customer must, both during and after any Agreement:

(i) take all steps necessary to safeguard the confidentiality of all Confidential Information; and

(ii) refrain from using, disclosing or copying any Confidential Information without the consent of Senator Trading.

(b) On demand by Senator Trading, and in any event on termination of any Agreement for any reason, the Customer must:

(i) deliver to Senator Trading all Confidential Information in the Customer's possession or control; and

(ii) delete all Confidential Information held electronically in any medium in the Customer's possession or control.

18. Security

18.1 Despite any credit granted or proposed to be granted by Senator Trading to the Customer or any term or condition in these Terms or any Agreement, Senator Trading:

(a) may require the Customer to pay a deposit before taking any order for Goods or Services;

(b) require the Customer to provide security for the payment of any part of the Price or to secure any of the Customer's obligations to Senator Trading including but not limited to security by way of mortgage over real estate, bank guarantee, debenture charge over the Customer (if the Customer is a company) and a guarantee and indemnity from any director or shareholders of the Customer (if the Customer is a company).

and if the Customer refuses to comply with any request made under clause 18.1(a) or (b) then Senator Trading may refuse any order placed by the Customer or to deliver the Goods or supply the Services to the Customer.

18.2 Liability of Signatory

Any signatory for a Customer which is a company is personally liable for the due performance of the Customer's obligations as if the signatory was the Customer.

18.3 Guarantee and Indemnity

In consideration for Senator Trading entering into an Agreement with the Customer named at the request of the Guarantor the Guarantor for the Guarantor and the Guarantor's successors warrants to Senator Trading that the Agreement binds the Customer and agrees:

(a) That the Guarantor guarantees to Senator Trading that the Customer will comply with the Agreement.

(b) If the Customer fails at any time to comply with the Agreement the Guarantor will immediately pay to Senator Trading all money then due and payable by the Customer to Senator Trading under the Agreement.

(c) That the Guarantor will indemnify Senator Trading from all loss and damage it suffers or incurs because of any failure by the customer to comply with the Agreement

(d) This Guarantee and Indemnity is a continuing guarantee and indemnity and is not released, affected or reduced because Senator Trading does not for any reason enforce the Agreement or because Senator Trading allows the Customer any extension of time to comply with the Agreement or because of any variation of the Agreement agreed to by Senator Trading and the Customer or because of any of Senator Trading's acts except an express written release of the Guarantor from the Guarantor's obligations under this Guarantee given by Senator Trading or because of any other thing which under law may except for this clause have the effect of releasing the Guarantor.

(e) If the Guarantor consists of 2 or more persons or corporations both of them are bound by this deed jointly and severally.

(f) The Guarantor's obligations under these Terms are not reduced or affected because any person or corporation named as guarantor has not signed these Terms or is for any reason not bound by it or because of any counterclaim, set-off or any other right the Customer may have against Senator Trading or because these Terms or any part of it may be unenforceable for any reason.

(g) Senator Trading is not required to inform the Guarantor of anything in relation to the Agreement or the Customer's compliance with it.

(h) Senator Trading does not have to give the Guarantor any prior notice before requiring payment by the Guarantor under these Terms.

(i) The Guarantor was not induced to make these Terms by any representation made by or for Senator Trading.

(j) If any payment made by the Guarantor under these Terms is later avoided Senator Trading's rights under these Terms will be restored to Senator Trading.

(k) The obligations of the Guarantor under these Terms extend to the obligations of the Customer under any renewal of the Agreement or under any variation or extension of the Agreement and the Guarantor will at the Creditor's request execute and give to Senator Trading a fresh guarantee and indemnity in relation to the Customer's obligations under any renewal of the Agreement or under any variation or extension of the Agreement.

(l) It is not necessary for Senator Trading to incur any expense or make any payment before enforcing the indemnity in these Terms against the Guarantor.

18.4 Bank Guarantee Security

If the Application, the Agreement or Senator Trading (pursuant to clause 18.1 of these Terms) requires the Customer to provide a Bank Guarantee as security to meet its obligations to Senator Trading, the Customer:

(a) To replenish Security Deposit

agrees that within seven (7) days of the date Senator Trading notifies the Customer that Senator Trading has resorted to Bank Guarantee it will restore the Bank Guarantee to its former level;

(b) Senator Trading may resort to Security Deposit

agrees that from time to time whenever the Customer fails to punctually or properly observe any of the covenants or agreements contained in these Terms or any Agreement which ought to be performed or observed by the Customer to whenever the Guarantor (if any) fails to punctually and properly observe any of the covenants or agreements contained in any Agreement or these Terms Senator Trading may use and/or apply the Bank Guarantee or part of it to reimburse Senator Trading for any costs loss or damage suffered by Senator Trading in consequence of the Customer's default or the Guarantor's (if any) default and Senator Trading agrees that after the Customer has met all of its obligations to Senator Trading return to the Customer the Bank Guarantee or such

part of it as Senator Trading has not resorted to.

Senator Trading may draw against the Bank Guarantee before its expiry date and hold and use the funds drawn as a security deposit if the Bank Guarantee bears an expiry date despite any other provision in these Terms and even if at the relevant time Senator Trading and the Customer are in dispute. Nothing in this clause will require Senator Trading to accept a Bank Guarantee that contains an expiry date.

(d) Bank Guarantee Requirements

Without limiting the definition of Bank Guarantee in these Terms , the Bank Guarantee must include:

(i) no provision for a termination date;

(ii) no provision that prohibits transfer of the benefit of the guarantee;

(iii) provision describing the relevant obligations as # and as security for the obligations of any of its guarantors;

(iv) provision that the amount guaranteed is payable on demand; and

(v) provision that Senator Trading may make demand under the Bank Guarantee of the Bank that issued the Bank
Guarantee at an office in the City of Melbourne Victoria.

19. Charge

19.1 The Customer and Guarantor charge in favour

of Senator Trading all their estate and interest legal and equitable in any real estate that they may from time to time have an interest whether as registered proprietors or otherwise with payment of all moneys owing by the Customer to Senator Trading. The Customer agrees to pay for all legal costs and disbursements of lodgment and withdrawal of any caveat lodged over such real estate property pursuant to the charge in this clause.

19.2 The Customer:

(a) charges in favour of Senator Trading by way of a fixed and floating charge all of the assets of the Customer if the Customer is a company with payment of all moneys owing by the Customer to Senator Trading;

(b) agrees that no charge or encumbrance over the assets of the Customer that are charged to Senator Trading will be made which ranks in priority to or equal to the charge created by this clause 19.2 other than any charges that are registered with ASIC prior to the earlier of the date of any Agreement entered into with the Customer, the Application or the date of these Terms;

(c) agrees that the form of the fixed and floating charge will be in the form of the standard debenture charge used from time to time by Senator Trading's lawyers;

(d) authorises Senator Trading to sign and complete all documents needed to make the change effective and registrable with the ASIC and irrevocably appoints Senator Trading each of its officers, servants or employees jointly and severally to be the attorneys of the Customer to sign any documents necessary to give effect to the charge. The Customer must ratify and confirm whatever the attorney may lawfully do or does under this clause 19.2.

I HAVE READ AND UNDERSTAND THE 'TERMS & CONDITIONS' SET OUT IN CLAUSES 1 - 19 AND UPON SIGNING BELOW AGREE TO AND ARE BOUND BY THE TERMS. ALL INFORMATION PROVIDED TO SENATOR TRADING IS TRUE AND CORRECT.