Ingest Notes
TA Drive 온보딩 과정에서 수집. 빈 양식(고객 정보 미기입) 확인 완료 — 실제 개인정보 없음. 일반거래조건(clause 3~32)은 반복적인 정형 법률 문구라 항목별로 축약 요약했다(완전 원문 아님) — 원문 전체가 필요하면 Google Drive 원본 PDF(TA Drive/Resources/Credit Account/Account open form.pdf)를 참조할 것.
Original Content
THIS AGREEMENT is dated: ___
BETWEEN: Turbo Air Pty Ltd ACN 633 967 567 E290 Parramatta Road Auburn NSW 2144 (the “Supplier”)
AND: Name: ___ ABN/ACN: ___ Address: ___ (the “Customer”)
WHEREAS: A. The Parties have agreed that the Supplier will provide to the Customer those goods set out in the schedule in accordance with the provisions of this Agreement. B. In order to regulate the parties’ rights and entitlements throughout the provision of the Services, the parties agreed to enter into and be bound by the terms of this Agreement.
NOW IT IS AGREED as follows:
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Supply of Goods — In consideration of the Customer paying the Supplier the price of goods, the Supplier agrees to provide goods in accordance with the provisions of this Agreement.
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Payment of Supply of Goods — The credit limited approved by the Supplier is set out in Item 10. The Customer agrees to pay for the goods to the Supplier in the amount and at the timed as specified in Items 9 and 10 of the Schedule and in which event, time is of the essence.
Executed as an Agreement: Signed for and on behalf of the Supplier / Customer / Guarantor (Signature / Name / Position / Date fields, blank).
SCHEDULE
Item 1 (Supplier): Name: Turbo Air Pty Ltd ACN 633 967 567. Address: E290 Parramatta Road, Auburn, NSW, 2144. Telephone: 0424 684 147. Email: accounts@turboairinc.com.au
Item 2 (Customer): Name / Address / Telephone / Director’s Mobile / Director’s Email / Account Payable Tel / Account Payable Email — all blank fields.
Item 3 (Commencement date): The date of this Agreement
Item 4 (Expiry date): Until the agreement is terminated pursuant to clause 15
Item 5 (Goods): Refrigeration and kitchen equipment
Item 8 (Price of goods): In accordance with the supplier’s price list as provided in writing.
Item 9 (Invoicing dates for goods): Customer will be invoiced upon delivery of goods to the Customer.
Item 10 (Payment terms for goods): Payment terms EOM +14 days ___ from the date of the invoice. Approved Credit limited: $20,000.00 (example figure printed on the blank template)
Item 16 (Guarantor): [blank — Full Name / Address]
Item 19 (Special conditions): [blank]
General Terms and Conditions (abridged — full clauses 1–32 preserved)
- Agreement — supply of and payment for goods per schedule.
- Term — commences on execution, continues until terminated.
- Relationship — Supplier is independent contractor, not employee/partner/agent of Customer.
- Exclusivity and Restraint — neither party required to deal exclusively.
- Warranties — as set out in schedule.
- Performance — Supplier performs in proper and workmanlike manner.
- Invoice and payment — valid tax invoice at agreed intervals; Customer pays by due date; 15% p.a. interest on late payment.
- Records and Audit — Supplier maintains proper records, provides copies on request.
- Validity — quotations open 30 days from date of quotation.
- Delivery — delivery dates approximate only, not a contractual term; Supplier not liable for delay from causes beyond its control (strikes, shortages, shipping delays, wars, etc.); partial dispatch permitted; no allowance for transport/insurance/unloading unless agreed; risk passes to Customer on delivery; shortages/breakage must be notified within 3 days.
- Specifications — Supplier may alter design/specification without notice; performance figures are estimates unless guaranteed in writing.
- Inspection — Customer may inspect and reject defective goods for credit or replacement.
- Other obligations — Supplier ensures goods are new, merchantable, defect-free; provides technical/service/warranty documents.
- Incident reporting — parties inform each other of accidents/serious incidents with written report.
- Guarantee — guarantor (if named in Item 16) guarantees Customer’s performance; liable even without Supplier first pursuing Customer; liability survives Customer insolvency/disclaimer.
- Termination — completion of supply ends Agreement; either party may terminate on 30 days’ notice; Customer may terminate for Supplier’s uncured breach (7 days’ notice) or serious breach/fraud/criminal charge.
- Events following termination — return of confidential information/property, final accounts settled.
- Title and Risk — title remains with Supplier until each invoice paid in full (retention of title / PPSA security interest); risk passes on delivery; Customer must store/insure/identify goods as Supplier’s property while unpaid; Supplier may register a PMSI under the PPSA; Customer waives various PPSA notice rights (ss 95, 130, 132, 135, 142, 143, 275).
- Assignment — Customer may assign; Supplier may not without consent.
- Confidentiality — existence and terms of Agreement kept confidential.
- Limitation of Liability — no liability for indirect/consequential loss; Australian Consumer Law guarantee liability limited to statutory minimum (repair/replace/resupply); otherwise liability limited to $1; 1-month limitation period for causes of action.
- Intellectual Property — Supplier owns all IP in the goods (except Customer-supplied designs); Customer must not reverse-engineer/reproduce Supplier designs; Supplier remedies IP infringement claims by replacement/modification/procuring rights.
- Entire Agreement.
- Amendment — must be in writing, signed by all parties.
- Dispute Resolution — 14 days’ notice before proceedings; parties continue performing pending resolution; urgent interlocutory relief unaffected.
- Waiver and amendments — no implied waiver of subsequent breach.
- Events beyond control — force majeure (fire, flood, riot, strike, war, government action).
- Severability of covenants.
- Notices — in writing; delivered personally, posted (2 business days), faxed, or emailed.
- Counterparts.
- Costs — each party bears own costs.
- Special Conditions — per Item 19 of Schedule; special conditions prevail over inconsistent general provisions.