Credit Terms and Conditions

1.1 Independent Buying Group (IBG) will notify the Member upon approval of the Credit Application of the details of the credit limit applied to the Member’s account with IBG.

1.2 The Member must notify IBG in writing of any change in the information provided in the Credit Application.

1.3 IBG maintains the right to determine without notice the credit limit from time to time, and such credit limit may be varied up, down, or withdrawn at the discretion of IBG or its insurer(s).

1.4 The term for credit provided by IBG may vary from time to time at the sole discretion of IBG.

1.5 If the Member wishes to place or fulfil a large customer order that is above its normal trade and would cause the Member to breach its credit limit terms (Exception Trading), the Member will need to apply for an Exception Trading limit increase at least 4 weeks in advance. This includes providing supporting documentation including the purchase order with the amount, the supplier details, proposed purchase and delivery dates, and timing of payment to IBG together with any other information IBG requires.

1.6 IBG reserves its right to reject any application for Exception Trading, acting reasonably. Where the Member does not submit the application for Exception Trading with the supporting documentation and within the specified time frame, IBG may reject the request at its discretion.

1.7 IBG has no responsibility to the Member, to any Guarantor, or any signatory for any unauthorized use of the credit facility by any person or persons who reasonably appear to be the Member or the agent or authorized representative of the Member.

1.8 The Member must hold appropriate and adequate business insurance policies from a reputable insurer to cover all aspects of its trade and operations. IBG may request copies of all current policies at any given time and the Member must promptly provide certificates of currency to IBG following such request.

1.9 The Member must keep its IBG account within the agreed payment terms, including the credit limit, and all IBG invoices must be fully paid within 30 days from End of Month or such earlier date stated on the invoice.

2.1 The Member must accept delivery of the goods ordered by the Member from Preferred Suppliers at the Member's Store. IBG is not involved in any way with the dispatch, delivery, or storage of goods to the Member; this must be arranged by the Member directly with the relevant supplier.

2.2 The Member will be responsible for all costs associated with the delivery of the goods or as otherwise arranged with the Preferred Supplier.

2.3 The Member must provide reasonable and proper access to the Member’s Store for delivery.

2.4 The risk in the goods passes to the Member on delivery to the Member or into custody on the Member’s behalf. If the Member fails to accept delivery or requests a delay in delivery, risks to the goods will be borne by the Member from the time of such failure or request (as the case may be), and the Member
indemnifies IBG and the supplier from any claim, loss, or expense whatsoever arising from the Member’s failure or request.

2.5 The Member is responsible for checking the goods at the time of delivery and to satisfy itself as to the accuracy of the delivery.

2.6 To the extent permitted by law, IBG is not responsible for any problems, error, or delay with delivery, or any defective or damaged products. Subject to the supplier entering into a supply agreement with IBG which passes through the warranties in relation to the goods to the Member, the Member must address any such issue directly with the relevant supplier.

2.7 IBG will assist the Member in resolving any dispute with a Supplier.

3.1 IBG will issue to the Member statements and invoices for the goods and services with payment terms as designated on the invoices. Each invoice will specify the goods and services and the total amounts payable by the member to IBG and the due date for payment.

3.2 The Member, by its acceptance of delivery of the goods and services, adopts and accepts the trading terms set out in the invoice and these terms.

3.3 The Member must pay IBG the amount specified in each invoice for all goods and services delivered in strict accordance with these terms.

3.4 The Member agrees that IBG’s records are, in the absence of manifest error, prima facie evidence of the goods and services supplied to the Member.

3.5 The Member is liable to pay IBG the amounts payable by the due date irrespective of whether the Member is able to collect payments from the Member’s customers.

3.6 Unless otherwise agreed to in writing by IBG, the Member is responsible for dispatching bills to its customers and for collecting the amounts due to the Member.

3.7 The Member will pay IBG in any manner acceptable to IBG. If the Member elects to pay IBG by credit card, the Member authorises IBG to debit the amounts due to IBG from the supplied credit card automatically on the due payment date.

3.8 The Member agrees that IBG will apply a charge for processing payment on a credit card at a rate that may vary from time to time and will be based on the type of payment to be processed. The rates charged will be set out in the rate schedule as notified by IBG to the Member and will be based on IBG’s costs for providing this service.

4.1 IBG may, in IBG’s absolute discretion, suspend the supply of all or part of one or more of the services provided to the Member and/or access to a supplier relationship if:

(a) the Member does not make a payment by its due date;

(b) the Member makes payments by credit card and the card expires; or

(c) IBG is otherwise unable to debit the amounts due to the Member’s credit card.

4.2 Fees in relation to a service to be provided by IBG will continue to accrue while the service is suspended and will be payable by the Member.

4.3 Without limiting any other right IBG may have, the Member must pay IBG interest on all overdue payments at the rate of 2% per month, compounded daily, from the due date until paid.

4.4 The charging of interest by IBG on any amount outstanding after the due date is without prejudice to IBG’s other rights howsoever arising.

4.5 Interest will not accrue on any unapplied credit notes in favour of the Member.

4.6 If the Member’s account has any outstanding invoices that are aged 61+ days, IBG may automatically apply all outstanding credit notes of the Member to the oldest dated invoices.

4.7 If the Member’s account is outside the agreed terms, IBG may request that the Member provide financial information, including profit and loss statements and a full statement of financial affairs, in order for IBG to determine the appropriate course of action, and the Member must promptly provide such information to IBG.

4.8 If any event outside the control of the Member affects the ability of the
Member to pay outstanding invoices to IBG (including pandemic, quarantine, flood, fire, earthquake, forces of nature, acts of war, terrorism), IBG may at its sole discretion provide temporary relief on payment to the Member but without prejudice to the Member’s continuing obligation to pay the relevant
invoices including interest at IBG’s discretion.

5.1 In the event the Member does not agree with an invoice received from IBG or intends on returning goods to the supplier, as acquired by the Member, the Member must:

(a) pay the non-disputed amount of the invoice by the due date;

(b) identify the reason for the disagreement or return of goods;

(c) locate any documentation substantiating the reasons (if applicable);

(d) if the Member disputes an invoice, this must be done within 14 days from the statement date to resolve the issue with the supplier;

(e) complete the “disputed invoice/goods return notice” via the IBG payment portal; and

(f) follow up directly with the original supplier to arrange a goods return and associated credit note or other relevant issues.

5.2 The Member acknowledges that it is the Member’s responsibility to resolve any invoice dispute with a supplier within fourteen (14) days from the statement. After that time, the invoice must be paid by the Member, and it will incur overdue fees of 2% per month, compounded daily for each day that it remains unpaid. The Member must notify IBG if a supplier dispute is likely to carry on for a period greater than 37 calendar days, and in extraordinary circumstances, IBG may assist the Member in resolving the dispute.

5.3 The Member must immediately notify IBG by email when the dispute has been resolved with the original supplier.

5.4 A credit will not be issued by IBG without evidence of acceptance of the dispute resolution from the supplier.

5.5 The Member must pay the agreed portion of the disputed amount immediately on the dispute being resolved with the supplier.

6.1 The Member must pay all monies due to IBG without deduction, set-off, withholding, or counterclaim, as IBG directs.

6.2 The parties agree that payments by the Member to IBG shall be applied against the invoice specified by the Member with the payment, and IBG has the right to set off all or any part of an amount due by the Member to IBG against any amount due by IBG to the Member, including credit notes held.

7.1 All amounts specified in these terms are GST exclusive unless expressly noted otherwise. The Member must pay to IBG an additional amount equal to any GST imposed on any supply by IBG under or in connection with these terms, such amount to be paid at the same time that the relevant supply is paid or provided (as the case may be).

8.1 If IBG forms the view, in its reasonable opinion, that:

(a) a Member fails to comply with the credit trading terms in any way;

(b) a Member makes any misrepresentation to IBG, including but not limited to the provision of false information in connection with the Member’s credit application;

(c) a Member fails to comply with any reasonable direction of IBG; or

(d) a Member ceases trading or enters into liquidation, receivership, administration, or enters into a deed of arrangement with creditors, then, subject to applicable law, IBG may, at its sole discretion, suspend or terminate any credit facilities and/or trade agreements with the Member.

9.1 These terms contain the entire understanding of the parties as to their subject matter and supersede all prior communications and negotiations.

9.2 No variation or waiver of any provision of these terms will be of any force or effect unless in writing signed by both parties.

9.3 The failure of IBG to enforce any right or provision of these terms will not constitute a waiver of such right or provision.

9.4 If any provision of these terms is found to be void, invalid, or unenforceable, that provision will be severed, and the remaining provisions will continue in full force and effect.

9.5 These terms will be governed by and construed in accordance with the laws of the State of New South Wales, and the parties submit to the non-exclusive jurisdiction of the courts of that State.

This document was last updated July 2024