Business Credit Account Terms and Conditions of Trade

Download Business Credit Account Terms v2.2 (PDF)

Where an approved Business Credit Account is used, Janitorial Depot's Applicable Sales Policies continue to apply to the relevant Order. For a credit Order, the applicable version of those Sales Policies is the version in force when that Order is accepted. Janitorial Depot's Privacy Policy applies to the handling of personal information as required by applicable law.

If there is a direct inconsistency, these Business Credit Account Terms prevail only to the extent necessary for matters specifically concerning the approved credit facility, including the Credit Limit, Payment Terms, invoice disputes, overdue credit invoices, credit holds, Default Interest, debt recovery, retention of title and security interests/PPSR registration.

Acceptance of these Terms does not create a personal guarantee. A director, employee or authorised representative does not become personally liable merely because they submit or sign a Business Credit Account application for the Customer. If Janitorial Depot requires a personal guarantee, it will be provided separately for the proposed guarantor to review and sign.

1. Definitions

Amounts Owing means all amounts payable by the Customer to Janitorial Depot under or in connection with the Business Credit Account, including the price of Goods, applicable GST, agreed charges, Default Interest and reasonable Recovery Costs.

Applicable Sales Policies means Janitorial Depot's general Terms of Service, Refund Policy and Shipping Policy in force when the relevant Order is accepted, except to the extent expressly varied in writing for that Order.

Authorised Orderer means a person nominated by the Customer as authorised to place Orders using the Business Credit Account.

Business Credit Account means an account for which Janitorial Depot has expressly approved deferred payment terms in writing.

Business Day means a day other than a Saturday, Sunday or public holiday in Victoria.

Written Credit Approval means Janitorial Depot's written approval of the Business Credit Account, including the applicable Credit Limit, Payment Terms, Default Rate (if any) and any special credit conditions.

Credit Limit means the maximum credit exposure approved by Janitorial Depot for the Customer.

Customer means the business or other legal entity expressly approved by Janitorial Depot for a Business Credit Account.

Default Event has the meaning given in clause 7.10.

Default Interest means interest payable under clause 7 at the Default Rate.

Default Rate means the annual interest rate expressly stated in the Written Credit Approval. If no Default Rate is specified, no contractual Default Interest applies.

Dispute Notice means a written notice that complies with clause 6.3.

Goods means products supplied by Janitorial Depot to the Customer, including cleaning supplies, consumables, equipment, vacuum cleaners and spare parts.

GST has the meaning given under applicable Australian GST legislation.

Insolvency Event means liquidation, administration, restructuring, receivership, bankruptcy where applicable, an arrangement or compromise with creditors, deregistration, dissolution or inability to pay debts when due.

Order means an order for Goods placed by or on behalf of the Customer.

Payment Terms means the deferred payment terms stated in the Written Credit Approval or, where an accepted Quotation expressly provides different payment terms for a particular transaction, those transaction-specific terms.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSR means the Personal Property Securities Register.

Quotation means a quotation, tender, proposal or other written pricing offer issued by Janitorial Depot.

Recovery Costs means reasonable external costs actually incurred in recovering an overdue Undisputed Amount, including reasonable debt-collection, mercantile-agent and legal costs to the extent permitted by law.

Undisputed Amount means an amount, or part of an invoice, that is not the subject of a Dispute Notice given in accordance with clause 6.3; a disputed amount after the Dispute Notice is withdrawn or treated as withdrawn under clause 6.5; or a disputed amount after it has been agreed or finally determined as payable, subject always to rights that cannot lawfully be excluded.

2. Application of These Terms

2.1 Credit purchases only. These Terms apply only when the Customer purchases Goods using its approved Business Credit Account and payment is deferred in accordance with the approved Payment Terms.

2.2 Prepaid purchases. If the Customer pays for an Order in full at checkout or before supply, that purchase is not treated as a Business Credit Account transaction merely because the Customer also holds an approved Business Credit Account. The Applicable Sales Policies govern that prepaid purchase.

2.3 Orders. An Order submitted by the Customer is an offer to purchase Goods. Janitorial Depot may accept or decline an Order having regard to stock availability, the Credit Limit, the status of the Business Credit Account and other lawful commercial considerations. An Order becomes binding when accepted by Janitorial Depot.

2.4 Quotations. Unless expressly stated otherwise, a Quotation is an invitation for the Customer to place an Order. An accepted Quotation may set transaction-specific matters including price, quantity, delivery, freight, Payment Terms and GST treatment.

2.5 Customer purchase orders. Terms appearing on a Customer purchase order, procurement system or other Customer document do not replace these Terms merely because Janitorial Depot accepts or processes the Order. A variation must be expressly agreed by Janitorial Depot in writing.

2.6 Priority of documents. For a transaction using the Business Credit Account, if there is an inconsistency, the following order applies: (1) an expressly agreed transaction-specific Quotation, but only for the matters it specifically addresses; (2) the Written Credit Approval for Credit Limit, Payment Terms, Default Rate and special credit conditions; (3) these Business Credit Account Terms; (4) the Applicable Sales Policies; and (5) the remaining Order or invoice details. These Business Credit Account Terms override the Applicable Sales Policies only where and to the extent a provision specifically concerning the approved credit facility is inconsistent.

3. Customer Information and Authority

3.1 Accurate information. The Customer must provide materially accurate information when applying for and using the Business Credit Account.

3.2 Changes. The Customer must promptly notify Janitorial Depot of material changes to its legal or trading name, ABN or ACN, business address, trustee or trust details, ownership or control where relevant to credit assessment, accounts contact, authorised purchasing contacts, or other information that may materially affect the Business Credit Account or a PPSR registration.

3.3 Authorised Orderers. Janitorial Depot may accept Orders using the Business Credit Account from the Customer's Authorised Orderers. The Customer is responsible for Orders placed by an Authorised Orderer or through account credentials issued to the Customer until Janitorial Depot receives written notice that authority has been withdrawn or the credentials have been compromised. The Customer is not responsible for an Order that Janitorial Depot knew was unauthorised.

3.4 Authority to apply. A person submitting or signing a Business Credit Account application warrants that they are authorised to act for the Customer. This does not, by itself, make that person personally liable for the Customer's debts.

3.5 Trustee Customers. If the Customer enters these Terms as trustee of a trust, the Customer represents that it is properly appointed as trustee; the trust deed authorises the relevant business activities and entry into these Terms; entry into these Terms does not constitute a breach of trust; its right of indemnity and exoneration from trust assets has not been materially impaired; it enters these Terms in its own capacity and in its capacity as trustee to the extent permitted by law; and it will provide the trust deed and relevant amendments if reasonably requested for credit or security verification. The Customer must promptly notify Janitorial Depot of a change of trustee.

3.6 New legal entity or replacement trustee. A Business Credit Account is granted only to the approved Customer and does not automatically transfer to a different legal entity or replacement trustee. If a change results in a different legal entity or grantor, the proposed new customer or trustee must complete a fresh credit application and acceptance process and receive new Written Credit Approval before using deferred credit. Janitorial Depot may require new or amended PPSR registration and any guarantee or other security reasonably required for the new credit assessment. This clause does not make a former or new entity liable for a debt it did not lawfully incur.

4. Prices and GST

4.1 Online store prices. Prices displayed on Janitorial Depot's public online store and prices presented to a customer at online checkout are GST-inclusive. No additional GST will be added to such a GST-inclusive price merely because the Customer has or uses a Business Credit Account.

4.2 Customer-specific quotations and business pricing. Janitorial Depot may issue a Quotation, tender, proposal, contract price schedule or other written business pricing document that expressly states that its prices are exclusive of GST. Where a price is expressly described as ex GST, excluding GST, GST exclusive or equivalent clear wording, GST will be added to that amount to the extent GST is payable.

4.3 Where GST treatment is not stated. If a Quotation or other written pricing document does not expressly state that its prices are exclusive of GST, the stated prices will be treated as GST-inclusive.

4.4 Accepted Quotations. Where the Customer accepts a Quotation, the GST treatment expressly stated in that Quotation governs that transaction. A GST-inclusive quoted price will not subsequently be converted into an ex-GST price merely because the transaction is processed through the Business Credit Account.

4.5 Tax invoices. Janitorial Depot will issue a valid tax invoice where required.

4.6 GST adjustments. If a GST adjustment event occurs, the parties must make any corresponding adjustment required by applicable GST law.

4.7 Reimbursements. Where an amount payable under these Terms reimburses Janitorial Depot for an expense, the amount will take account of any input tax credit available to Janitorial Depot and any GST properly payable on the reimbursement.

5. Written Credit Approval and Credit Limit

5.1 Written approval required. Submitting a Business Credit Account application does not create or guarantee a credit facility. A Business Credit Account becomes active only when Janitorial Depot issues Written Credit Approval.

5.2 B2B account does not equal credit approval. Approval for a Janitorial Depot B2B or Business Account, account-specific pricing or other business purchasing access does not constitute approval of deferred payment terms. Business credit must be separately approved.

5.3 Credit Limit. The Customer must not knowingly place Orders using the Business Credit Account that would cause the outstanding balance to exceed the Credit Limit without prior approval. The Credit Limit is a maximum credit exposure and does not oblige Janitorial Depot to supply Goods up to that amount.

5.4 Review of credit. Janitorial Depot may reasonably review the Business Credit Account having regard to payment history, trading history, commercial credit information, material changes in the Customer's circumstances and legitimate credit risk.

5.5 Future credit. Janitorial Depot may reasonably reduce, suspend or withdraw unused future credit. This does not retrospectively change the Payment Terms applying to Goods already supplied. A Customer whose Business Credit Account is suspended or closed may continue purchasing using available prepaid payment methods, subject to the Applicable Sales Policies and acceptance of the relevant Order.

6. Invoices, Payment and Disputes

6.1 Payment Terms. Invoices charged to the Business Credit Account must be paid in accordance with the applicable Payment Terms. Unless the Written Credit Approval or accepted Quotation expressly provides otherwise, the standard Payment Terms are 30 days from invoice date.

6.2 Statements. Statements are provided for convenience. Failure to receive a statement does not postpone an invoice due date where the Customer received or was reasonably able to access the invoice.

6.3 Invoice disputes. If the Customer genuinely disputes an invoice, it must give Janitorial Depot a Dispute Notice: (a) before the due date where the basis of the dispute was, or reasonably should have been, known before the due date; or (b) if the basis could not reasonably have been identified before the due date, within 7 Business Days after the Customer becomes aware, or reasonably should have become aware, of that basis. The Dispute Notice must identify the invoice, the amount disputed and the genuine reasons for the dispute in reasonable detail. A late notice does not limit a non-excludable statutory right, but otherwise does not retrospectively postpone payment of an amount that was already due unless Janitorial Depot agrees in writing or applicable law requires otherwise.

6.4 Undisputed amounts. Any portion of an invoice that is not subject to a Dispute Notice given in accordance with clause 6.3 remains payable by the due date. If only part of an invoice is disputed, the undisputed balance must be paid by the due date.

6.5 Resolving disputes. The parties must act reasonably and in good faith in investigating a properly notified dispute. Within 10 Business Days after receiving a compliant Dispute Notice, Janitorial Depot must give a written response stating its position and reasons, or request information reasonably necessary to investigate the dispute. The Customer must provide reasonably requested information, or explain why it is unavailable, within 10 Business Days. If the Customer does not respond within 10 Business Days after Janitorial Depot gives a written reminder that clearly states the consequence of non-response, the Dispute Notice is treated as withdrawn to the extent of the unanswered issue, unless the Customer has a reasonable excuse or applicable law requires otherwise. If the dispute remains unresolved after the parties have exchanged the reasonably necessary information, either party may propose mediation or commence proceedings in a court or tribunal of competent jurisdiction. The disputed amount remains outside Undisputed Amount until the dispute is withdrawn, treated as withdrawn, agreed, or finally determined. If an amount is ultimately agreed or determined as payable, Default Interest may accrue from the original due date only to the extent permitted by the Written Credit Approval, these Terms and applicable law, and subject to any different outcome in the settlement or determination.

6.6 Application of payments. Unless otherwise expressly agreed in writing, the Customer agrees that Janitorial Depot may, acting reasonably, apply payments received to one or more Amounts Owing in the order determined by Janitorial Depot.

7. Overdue Accounts, Credit Hold and Default Events

7.1 Overdue Undisputed Amount. This clause applies where an Undisputed Amount charged to the Business Credit Account remains unpaid after its due date.

7.2 Credit hold. Janitorial Depot may place the Business Credit Account on credit hold while an Undisputed Amount remains overdue. Janitorial Depot will notify the Customer as soon as reasonably practicable. While the Business Credit Account is on hold, Janitorial Depot may decline new Orders on credit, require prepayment for new Orders, suspend dispatch of accepted Orders that were to be supplied on credit, and decline to increase the Credit Limit.

7.3 Prepaid purchasing during a credit hold. A credit hold concerns access to deferred payment. It does not automatically prevent the Customer purchasing from Janitorial Depot using an accepted prepaid payment method, subject to the Applicable Sales Policies, normal order acceptance and any other lawful reason for declining an Order.

7.4 Accepted credit Orders. A credit hold does not automatically cancel an Order already accepted by Janitorial Depot. Where dispatch of an accepted credit Order is suspended, Janitorial Depot may require payment of the overdue Undisputed Amount or prepayment of the affected Order before dispatch. A credit hold does not entitle Janitorial Depot to retain payment for a fully prepaid Order that Janitorial Depot does not supply where no other lawful entitlement exists.

7.5 Default Interest. Where the Written Credit Approval specifies a Default Rate, Default Interest accrues on an overdue Undisputed Amount from its due date until payment. Default Interest is calculated daily, is simple interest and is not compounded, and will not exceed a rate permitted by law. If no Default Rate is specified, no contractual Default Interest applies.

7.6 Recovery Costs. The Customer must reimburse Janitorial Depot for reasonable Recovery Costs actually incurred in recovering an overdue Undisputed Amount. No automatic fixed percentage debt-collection fee applies.

7.7 Acceleration. Where an Undisputed Amount remains overdue after written demand, Janitorial Depot may require immediate payment of other invoiced and undisputed amounts owing for Goods already supplied on credit. This does not accelerate the price of Goods that have not been supplied.

7.8 Set-off. The Customer must pay Undisputed Amounts without deducting an unrelated claim or counterclaim except where a right cannot lawfully be excluded. Janitorial Depot may, after notice, apply an amount it presently owes the Customer against an overdue Undisputed Amount.

7.9 Insolvency laws. Nothing in these Terms permits Janitorial Depot to exercise a contractual right where that right is prohibited, stayed or restricted by applicable insolvency legislation.

7.10 Default Events. Subject to clause 7.9, a Default Event occurs if: (a) an Undisputed Amount remains unpaid for 7 Business Days after Janitorial Depot gives written notice requiring payment; (b) the Customer commits a material breach of these Terms that is capable of remedy and does not remedy it within 7 Business Days after written notice reasonably describing the breach; (c) the Customer provides materially false or misleading information that materially affected the credit assessment, Written Credit Approval or a security registration; (d) the Customer materially prejudices, or refuses reasonable assistance required to correct or maintain, a security interest or PPSR registration after written notice and a reasonable opportunity to remedy; or (e) an Insolvency Event occurs, but only to the extent and at the time that applicable law permits the relevant contractual or enforcement right to be exercised.

7.11 Consequences of a Default Event. Following a Default Event, Janitorial Depot may, acting reasonably and subject to applicable law, maintain or impose a credit hold, require prepayment for future Orders, reduce or withdraw unused future credit, exercise any acceleration right already available under clause 7.7, and enforce rights relating to retention of title or a security interest under clause 9. These rights do not cancel non-excludable rights or permit Janitorial Depot to retain payment for Goods not supplied where no lawful entitlement exists.

8. Delivery and Risk

8.1 General delivery conditions. The Shipping Policy forming part of the Applicable Sales Policies and any agreed transaction-specific delivery terms continue to apply. Unless expressly agreed otherwise, delivery dates are estimates.

8.2 Risk. Risk in Goods passes to the Customer when the Goods are delivered to the Customer, the Customer's nominated delivery location, the Customer's nominated carrier, or another person authorised by the Customer to receive them. Retention of title under clause 9 does not prevent risk passing under this clause.

8.3 Authority to leave. Where the Customer instructs Janitorial Depot or its carrier to leave Goods at an unattended location, the Customer accepts the risk of loss after delivery in accordance with that authority, subject to rights that cannot lawfully be excluded.

8.4 Delivery discrepancies. The Customer should inspect Goods promptly. A visible shortage, damaged delivery or incorrect item should ordinarily be reported within 7 days so that it can be investigated promptly. This period does not override any non-excludable statutory right.

9. Retention of Title and PPSA

9.1 Retention of title. Until all Amounts Owing have been paid in full, legal title to all Goods supplied on credit by Janitorial Depot that remain identifiable as Goods supplied by Janitorial Depot and have not been sold or consumed in the ordinary course under clause 9.5 remains with Janitorial Depot, to the extent legally effective. This is intended to operate as an all-monies retention-of-title arrangement. Risk passes in accordance with clause 8.

9.2 Security interests. The Customer acknowledges that these Terms constitute a security agreement for PPSA purposes. The Customer grants Janitorial Depot: (a) a security interest in unpaid Goods supplied by Janitorial Depot and their proceeds to secure the price and related obligations for those Goods; and (b) to the extent legally effective, a separate security interest in Goods supplied by Janitorial Depot and their proceeds to secure all Amounts Owing under the Business Credit Account. Where a security interest qualifies as a purchase money security interest, Janitorial Depot may register it as a PMSI.

9.3 PPSR registration. The Customer consents to Janitorial Depot registering, maintaining, amending or renewing financing statements on the PPSR where reasonably required to protect its security interests. The Customer must provide information reasonably required to make or maintain an effective registration.

9.4 Customer obligations. Until the relevant secured obligations are discharged, the Customer must, so far as reasonably practicable, keep unpaid Goods identifiable, take reasonable care of them, not knowingly create a competing security interest over unpaid Goods that would materially prejudice Janitorial Depot without notification, promptly notify Janitorial Depot if unpaid Goods become subject to seizure or enforcement, and maintain appropriate insurance over material Goods where such insurance would ordinarily be maintained.

9.5 Ordinary-course use. Unless a Default Event has occurred and Janitorial Depot has given written notice withdrawing the Customer's ordinary-course authority, the Customer may use, consume or sell Goods in the ordinary course of business.

9.6 Recovery of unpaid Goods. Following a Default Event and subject to applicable law, the Customer gives Janitorial Depot permission to enter commercial premises controlled by the Customer where unpaid Goods are reasonably believed to be located for the purpose of inspecting or recovering Goods in which Janitorial Depot has an enforceable interest. Janitorial Depot must act reasonably, give reasonable notice where practicable, comply with applicable law, not breach the peace, and not enter premises used predominantly as a residence without lawful authority.

9.7 PPSA contracting out. To the extent permitted by section 115 of the PPSA and in relation to collateral not used predominantly for personal, domestic or household purposes, the parties agree that sections 95, 96, 117, 118, subsection 121(4), sections 125 and 130, paragraph 132(3)(d), subsection 132(4), and sections 135, 142 and 143 will not apply to the extent permitted by law. Nothing in this clause excludes a provision that cannot lawfully be excluded.

9.8 Verification statements. For collateral described as commercial property, the Customer waives its right to receive notice of a verification statement to the extent permitted by section 157 of the PPSA.

9.9 PPSA information. For the purposes of section 275 of the PPSA, the parties agree that information of the kind referred to in section 275(1) need not be disclosed except where disclosure remains required or permitted by applicable law.

9.10 No charge over real property. These Terms do not grant Janitorial Depot a mortgage or charge over the Customer's or any guarantor's land or other real property.

10. Returns, Consumer Rights and Liability

10.1 Applicable Sales Policies. The Refund Policy and other Applicable Sales Policies applying when the relevant Order was accepted continue to apply except where these Terms expressly provide otherwise.

10.2 Non-excludable rights. Nothing in these Terms excludes, restricts or modifies a statutory guarantee, right or remedy that cannot lawfully be excluded.

10.3 Australian Consumer Law. Where the Australian Consumer Law applies, the Customer retains all applicable rights and remedies. A contractual notification period, return procedure or warranty procedure does not override a non-excludable right.

10.4 Permitted limitation. Where legislation lawfully permits Janitorial Depot to limit liability for failure to comply with a statutory guarantee, liability is limited only to the extent permitted by that legislation.

10.5 Change-of-mind returns. Change-of-mind returns remain subject to the Refund Policy forming part of the Applicable Sales Policies or the terms expressly agreed for the particular transaction. This does not affect statutory return or remedy rights.

10.6 Commercial indirect and consequential loss. Subject to clauses 10.2 to 10.4 and to the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss that does not arise naturally in the ordinary course from the relevant breach, including loss of business opportunity, goodwill, reputation or anticipated savings to that extent. This exclusion does not apply to fraud, wilful misconduct, deliberate unlawful conduct or liability that cannot lawfully be excluded. For clarity, this clause does not exclude direct loss merely because it is characterised as lost profit or revenue, does not reduce the Customer's obligation to pay Amounts Owing for Goods supplied, and does not reduce Janitorial Depot's obligation to refund prepaid amounts for Goods not supplied where a refund is legally required.

11. Privacy and Commercial Credit Assessment

Janitorial Depot may collect and use business and personal information reasonably required to assess the Business Credit Account, verify the Customer's business identity and structure, administer Orders and the Business Credit Account, communicate with authorised contacts, manage commercial credit risk, register or maintain security interests, recover overdue amounts, and exercise or defend legal rights.

Where authorised and permitted by law, Janitorial Depot may contact nominated trade references and obtain commercial credit information concerning the Customer.

Submission of a Business Credit Account application does not itself authorise Janitorial Depot to obtain a consumer credit report about an individual where separate consent is legally required.

Janitorial Depot's Privacy Policy applies to the handling of personal information.

12. Events Outside Reasonable Control

Neither party is liable for delay in performing a non-payment obligation to the extent caused by an event outside its reasonable control that could not reasonably have been prevented or overcome. The affected party must take reasonable steps to minimise the effect of the event. This clause does not excuse payment for Goods already supplied. If performance of an accepted but unfulfilled Order becomes materially impossible for an extended period, either party may cancel the unperformed part on reasonable notice and any prepaid amount relating to Goods not supplied must be refunded.

13. Changes to These Business Credit Account Terms

13.1 Version control. Each version of these Terms will have an identifiable version and effective date. Janitorial Depot will retain or be able to reproduce the version accepted by the Customer.

13.2 No retrospective change. A later version does not retrospectively change rights, liabilities or payment obligations already accrued under an earlier version.

13.3 Future changes. Janitorial Depot may propose revised Business Credit Account Terms for future credit transactions. A materially revised version will apply to future credit Orders only after the Customer has been provided with the revised Terms and has accepted them in writing or electronically.

13.4 Existing Orders. Unless expressly agreed otherwise, an accepted credit Order remains governed by the Business Credit Account Terms and Applicable Sales Policies applying when that Order was accepted.

14. Assignment

14.1 Customer. The Customer must not assign its Business Credit Account or transfer its obligations without Janitorial Depot's prior written consent. A transfer to a different legal entity or replacement trustee remains subject to clause 3.6.

14.2 Janitorial Depot. Janitorial Depot may assign a receivable or transfer its rights in connection with genuine financing, debt assignment, corporate restructuring or sale of its business. Where ongoing obligations are transferred, the transfer must not materially reduce the Customer's contractual rights.

15. Notices

A notice relating to the Business Credit Account must be in writing and may be delivered personally, posted or emailed to the most recently notified address of the recipient. Unless another address is nominated, notices to the Customer may be sent to its accounts email or nominated business contact.

Notices to Janitorial Depot: Daily Consumables Pty Ltd trading as Janitorial Depot, Unit 2, 44 Whitfield Boulevard, Cranbourne West VIC 3977. Email: info@janitorialdepot.com.au.

For contractual timing purposes, an email sent after 5:00 pm at the recipient's location or on a non-Business Day is treated as received on the next Business Day. This does not apply if the sender receives notice that delivery failed.

16. General

16.1 Business Credit Account agreement. These Business Credit Account Terms, the Customer's Business Credit Account application and signed Confirmation and Acceptance, the Written Credit Approval and any specific written credit terms accepted for an Order form the agreement governing the Business Credit Account. They do not replace Janitorial Depot's general Terms of Service for transactions that do not use the approved credit facility.

16.2 Entire agreement for the credit facility. For matters specifically concerning the Business Credit Account, the documents identified in clause 16.1 contain the agreement between the parties, subject to the Applicable Sales Policies applying to the relevant Order and the Privacy Policy as applicable. Nothing in this clause excludes liability for misleading or deceptive conduct or another liability that cannot lawfully be excluded.

16.3 Waiver. Failure or delay in exercising a right is not a waiver.

16.4 Severability. If a provision is invalid or unenforceable, it must be read down where possible. If it cannot be read down, it is severed without affecting the remaining provisions.

16.5 Electronic transactions. The Customer and Janitorial Depot consent to Business Credit Account applications, acceptances, notices, records and signatures being created, provided and retained electronically to the extent permitted by law.

16.6 Governing law. These Terms are governed by the laws applying in Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from them.

17. Acceptance

The Customer accepts these Business Credit Account Terms through the Business Credit Account Confirmation and Acceptance or another written or electronic acceptance process identifying: Business Credit Account Terms and Conditions of Trade - Version 2.2 - Effective 18 August 2026.

Janitorial Depot will retain or be able to reproduce the version accepted by the Customer.