COMPANY DETAILS ACCOUNT TYPE(Required) SOLE TRADER PARTNERSHIP COMPANY TRUST / OTHER (PLEASE TICK ONE BOX PROVIDED)REGISTERED COMPANY NAME(Required) STATE(Required)NSWVICQLDWASATASPOSTCODE(Required)COMPANY ABN COMPANY ACN BUSINESS TRADING NAME(Required) (IN FULL)TRADING ADDRESS(Required) POSTAL ADDRESS (IF DIFFERENT)PREFERRED CONTACT NAME(Required) POSITION(Required) TELEPHONE NO(Required)MOBILE NOTYPE OF BUSINESS / INDUSTRY(Required) DATE BUSINESS COMMENCED(Required) DD slash MM slash YYYY CREDIT LIMIT REQUESTED(Required) (PLEASE ESTIMATE CREDIT AMOUNT REQUIRED) DIRECTORS DETAILS Applicant 1(Required) Applicant 1(Required)Family Name(Required) Given Name(Required) Residential Address(Required) State(Required)WANSWVICQLDSATASPostcode(Required) Date of Birth(Required) DD slash MM slash YYYY Driving License No.(Required) State(Required)WANSWVICQLDSATASExpiry Date(Required) DD slash MM slash YYYY Driver's License (PDF ONLY)Max. file size: 128 MB.Applicant 2 Applicant 2Family Name Given Name Residential Address StateWANSWVICQLDSATASPostcode Date of Birth DD slash MM slash YYYY Driving License No. StateWANSWVICQLDSATASExpiry Date DD slash MM slash YYYY Driver's License (PDF ONLY)Max. file size: 128 MB.Applicant 3 Applicant 3Family Name Given Name Residential Address StateWANSWVICQLDSATASPostcode Date of Birth DD slash MM slash YYYY Driving License No. StateWANSWVICQLDSATASExpiry Date DD slash MM slash YYYY Driver's License (PDF ONLY)Max. file size: 128 MB. PAYMENT DETAILS Account DetailsPerson In Charge(Required) Email(Required) Phone(Required) Mobile Address(Required) After hour contact ( In case of emergency )Person In Charge(Required) Email(Required) Phone(Required) Mobile Address Financial ConditionStarting Date of Business(Required) DD slash MM slash YYYY Total Assets(Required) Total Liabilities(Required) ATO Debt ( if any ) Any Other Liabilities If applying for over $10,000, its required by our insurance providerMedicare (PDF ONLY)Max. file size: 128 MB.Land Tax Notice (PDF ONLY)Max. file size: 128 MB.Bank Statement (PDF ONLY)Max. file size: 128 MB.Financial Statement (PDF ONLY)Max. file size: 128 MB.Payment Method Direct Debit Electronic Funds Transfer ( EFT ) Direct DebitSurname or Company Name Given Names or ACN/ABN Financial Institution Name Name of Account BSB Account Number Pay by Electronic Funds Transfer ( EFT )Bank- Commonwealth Bank Australia Account name- Atlas Fuel Australia BSB- 066 115 ACC- 10985324Bank: CommonWealth Bank Australia Account name: Atlas Fuel Australia BSB: 066 115 ACC: 10985324 Terms and Conditions(Required)1. COMMENCEMENT 1.1. Subject to all other terms of this Agreement, this Agreement will operate for the Term, commencing on the date specified as the Commencement Date or the date of this Agreement, whichever is the earlier (“Commencement Date”). 1.2. In the event that the Customer fails to give to Atlas Fuel Australia written notice of termination of this Agreement not less than 90 days prior to expiration of the Term, or not less than 90 days prior to the expiration of any subsequent term, then this Agreement shall continue to operate for a further term of the same duration as the Term. 2. PRICE 2.1. The price of Petroleum Products and Petroleum Products Equipment in this Agreement is calculated on the basis of inclusive supply of all of the Customer’s Petroleum Products requirements at the nominated locations and the supply of the Petroleum Products Equipment as set out in Schedule 6 (Equipment). 2.2. During the term of this Agreement, without Atlas Fuel Australia prior written consent, the Customer agrees to use only Petroleum Products supplied by Atlas Fuel Australia. In addition the Customer will not, without Atlas Fuel Australia prior written consent, substitute their Petroleum Products requirements with any other fuel. If there are continues delays from Atlas Fuel Australia in terms of fuel supply, the customer is allowed to arrange fuel supply directly from another supplier . This only applies after 3 (three) notices have been served to Atlas Fuel Australia in regards to any delays that are over 10hrs. 2.3. The price of the Petroleum Products at the date of this Agreement is the discount or mark up of the Atlas Fuel Australia Wholesale List Price or Terminal Gate Price which are updated daily and subject to change. 2.4. An indication of the current Wholesale List, This is subject to variation following any movements in our costs, including but not limited to variations in global oil pricing, international exchange rates, and transportation costs. For the avoidance of doubt any increase in freight rates will be passed on to the Customer in the price. 2.5. The Price of LPG stated within the Petroleum Products (if applicable) at the date of this Agreement is the total price stated in Schedule 5. This is subject to monthly variation following any movements in our costs, including but not limited to variation in global oil pricing, to the international exchange rates and transportation costs. The monthly price variation is effective from the 7th of each month. 3. CHANGE TO SPECIFICATIONS 3.1. Atlas Fuel Australia may at any time alter the technical specifications of a Petroleum Product supplied under this Agreement or introduce a new type of Petroleum Product in addition to or in substitution for any existing Petroleum Product supplied listed under Schedule 5 of this Agreement. To the fullest extent permitted by law, Atlas Fuel Australia may by giving written notice to the Customer: 3.1.1. for a type of Petroleum Product with altered technical specifications, elect to adjust the price and any relevant discounts or additions to the price for that Product; or 3.1.2. in each case, with effect from the date of the notice. 4. TITLE AND RISK 4.1. Risk in the Petroleum Products purchased by to the Customer passes to the Customer from Atlas Fuel Australia at the point of delivery. 4.2. It is expressly agreed and declared that the Petroleum Products delivered by Atlas Fuel Australia to the Customer remains the sole and absolute property of Atlas Fuel Australia as legal and equitable owner until all products are transferred by Atlas Fuel Australia under this Agreement. 4.3. The Customer’s right to possession of the Petroleum Products ceases upon any of the events set out in clause 14 hereof. The Customer agrees that Atlas Fuel Australia and its employees and agents may enter upon the Customer’s Premises for the purpose of examining or recovering the Petroleum Products. 5. EVIDENCE OF DELIVERY AND QUANTITY 5.1. Except where provided otherwise to the contrary in this Agreement, the signature or acknowledgment of delivery by any operator, employee or other person purporting to accept delivery on behalf of the Customer, is prima facie evidence of the fact of delivery and the quantity of Petroleum Products delivered. If at the time of delivery of the Petroleum Products at the Premises there is no one to sign for the delivery then the delivery docket will be prima facie evidence of the fact of delivery and the quantity of Petroleum Products delivered. 5.2. Maintenance of the Customer’s desired Petroleum Product inventory levels are the sole responsibility of the Customer. Atlas Fuel Australia may schedule deliveries of Petroleum Product to the Customer without prior notification, in order to provide uninterrupted supply of Petroleum Product to the Premises. The Customer hereby releases and indemnifies Atlas Fuel Australia against any claim, loss or action resulting from the Customer emptying the Petroleum Product tanks, or having insufficient supplies of Petroleum Products to meet the Customers requirements. Atlas Fuel Australia is not liable for any delays in delivery of Petroleum Product. 6. PAYMENT 6.1. Terms of Payment All purchases by the Customer of Petroleum Products under this Agreement are payable prior to delivery or in accordance with the credit terms as agreed with Atlas Fuel Australia. 6.2. Overdue Payment 6.2.1. Where payment of any amount due to Atlas Fuel Australia under this Agreement (including a Service Charge) is overdue, the Customer must pay to Atlas Fuel Australia an additional charge at a rate being 4% per annum greater than the overdraft rate from time to time charged to prime corporate Customers by the Commonwealth Bank of Australia (or such other substitute rate offered by that Bank from time to time) 6.2.2. The additional charge will accrue from day to day and compound monthly from the due date for payment until the date of payment in full to Atlas Fuel Australia. 6.2.3. Any Service Charge payable under clause 6.2.1 and any additional charge payable under this clause 6.2.2 do not affect the Customer's obligation to pay on the due date and Atlas Fuel Australia other rights and remedies 6.2.4. The Customer also agrees to pay to Atlas Fuel Australia all expenses and costs incurred in collecting any and all outstanding payments. 7. ADDITIONAL SECURITY 7.1.1 Atlas Fuel Australia may at any time during the term of the Agreement require reasonable additional security to be provided for or on behalf of the Customer. If Atlas Fuel Australia does require additional security, the Customer must immediately procure the provision of that security to Atlas Fuel Australia in the manner and form of directors guatantee / security Bonds or any other type of security required by Atlas Fuel Australia. 8. WARRANTIES AND CLAIMS 8.1. Customer Claims The Customer must: 8.1.1. promptly inform Atlas Fuel Australia of all complaints or claims in respect of the Petroleum Products; 8.1.2. not, without Atlas Fuel Australia written consent, admit liability on behalf of Atlas Fuel Australia regarding any complaint or claim in respect of any of the Petroleum Products; 8.1.3. not resolve or settle any complaint or claim in respect of any of the Petroleum Products which may result in Atlas Fuel Australia incurring any liability, except with Atlas Fuel Australia written consent and then only in accordance with Atlas Fuel Australia written directions; and promptly deal with all complaints or claims in respect of any of the Petroleum Products in a way which will not result in Atlas Fuel Australia incurring any liability. 9. COMPLIANCE 9.1. The Customer will comply with all current state and federal laws, codes and regulations applicable to this Agreement and its subject matter, the Premises and/or the supply of Petroleum Products and agrees and warrants that: 9.1.1. The Equipment will not be used if it is known by the Customer to require maintenance. 9.1.2. If there is a Petroleum Products leak or damage to the Equipment, it will be shut down by the Customer until repairs have been authorised by Atlas Fuel Australia and subsequently completed. 9.1.3. Without Atlas Fuel Australia written consent, only Atlas Fuel Australia supplied Petroleum Products will be used in the storage tanks. The Customer 9.1.4. will shut down the Equipment without delay if the supply of Petroleum Products from it adversely affects the Customer’s appliances or if directed by Atlas Fuel Australia. 9.1.5. No alteration, relocation, extension, replacement, adjustment or repair to the Equipment will be carried out by anyone other than those authorised in writing by Atlas Fuel Australia. 9.1.6. Where Equipment is supplied to the Customer, the Customer will provide access to such equipment and will decommission appliances as required by Atlas Fuel Australia for maintenance work. 9.1.7. The Customer will provide fire protection for the Equipment if required by state or federal laws, codes or regulations. 9.2. Limited Liability Subject to any condition or warranty implied in favour of the Customer by the Trade Practices Act 1974 (Cth) or any other applicable law which cannot lawfully be excluded, to the fullest extent permitted by applicable law the liability of Atlas Fuel Australia for defective Petroleum Products including for breach of any implied condition or warranty will be limited to (at Atlas Fuel Australia discretion): (a) the replacement of the Petroleum Products or the supply of equivalent products; and (b) the payment of the cost of replacing the Petroleum Products or of acquiring equivalent products. 9.3. No Other Liability Other than as expressly set out in this Agreement, to the fullest extent permitted by law: 9.3.1. all terms, conditions, warranties, undertakings, inducements or representations, whether express or implied, statutory or otherwise, which are not expressly set out in this Agreement and which are related to or in any way connected with any Petroleum Products supplied by Atlas Fuel Australia to the Customer, are excluded; and 9.3.2. Atlas Fuel Australia will not be liable to the Customer or any other person in respect of any loss, injury or damage (including consequential loss or damage and whether due to negligence, deliberate conduct or any other cause and whether arising in contract, in tort, under statute or in any other way) which may be suffered or incurred or which may arise directly or indirectly as a result of or in any way connected with any Petroleum Products supplied by Atlas Fuel Australia to the Customer. 9.3.3. To the extent permitted by law, the Supplier makes no warranties express or implied in respect of the Petroleum Products. 10. DELAY AND OTHER RISKS 10.1. Without limiting clause 9: 10.1.1. Atlas Fuel Australia will not be liable for any damages caused by delay in supplying Petroleum Products or any other delay in its performance under this Agreement; 10.1.2. The Customer must comply with all applicable laws and the policies, standards and other requirements of any Governmental Agency in relation to, and assumes all risks and liability (including all environmental risks and liability) arising from, the unloading, discharge, storage, handling or use of the Petroleum Products sold under this Agreement; and 10.1.3. If Atlas Fuel Australia for any reason whatsoever (whether within or outside its control) is unable to commence or complete supply or delivery to the Customer at any place contemplated by this Agreement, the Customer has no right or entitlement to, and releases Atlas Fuel Australia from, any claim or entitlement for demurrage or damages on any account whatsoever. 11. INDEMNITY 11.1 The Customer must indemnify Atlas Fuel Australia against all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal costs on a full indemnity basis) that may be brought against Atlas Fuel Australia or which Atlas Fuel Australia may pay, sustain or incur as a direct or indirect result of any one or more of the following: 11.1.1. Any breach or non-performance of this Agreement by the Customer; 11.1.2. The unloading, discharge, storage, handling or use of any Petroleum Products sold under this Agreement; 11.1.3. The use or condition of the Equipment; 11.1.4. Any wrongful, wilful or negligent act or omission of the Customer or any of its employees, agents or contractors and; 11.1.5. Any injury or loss sustained by any person who is employed or engaged by the Customer as an employee, agent or contractor for the purpose of the performance by the Customer of its obligations under this Agreement and who suffers any injury or loss arising out of or in the course of such employment or engagement. 12. INSURANCE 12.1. General Insurance Obligation The Customer must maintain insurance which, in Atlas Fuel Australia opinion, is suitable and sufficient to provide the Customer with appropriate cover against the risk of legal liability to any person arising in connection with the Petroleum Products or the performance by the Customer of its obligations under this Agreement. 12.2. Specific Insurances Without limiting the Customer’s obligations under clause 12.1, the Customer must effect and maintain at all times during the Term, minimum levels of insurance as follows: (a) public liability, for a minimum of $20,000,000 per incident; and (b) product liability, for all Petroleum Products owned or sold by the Customer. 12.3. Evidence of Insurance The Customer must produce to Atlas Fuel Australia on request copies of all current certificates of insurance confirming the Customer's compliance with its obligations under this clause 12. 13. TERMINATION 13.1. Events of Termination It is an Event of Termination if: 13.1.1. there is a failure by the Customer to comply with any undertaking or obligation in this Agreement and the Customer does not remedy the failure within 5 Business Days, or a longer period determined by Atlas Fuel Australia, after the Customer receives a notice from Atlas Fuel Australia specifying the failure; 13.1.2. A judgement in an amount exceeding $10,000 is obtained against the Customer, or any distress, attachment, execution or other process of a Governmental Agency in an amount exceeding $10,000 is issued against, levied or enforced on any of the Customer’s assets and is not set aside or satisfied within 5 Business Days; 13.1.3. The Customer suspends payment of its debts generally or the Customer is, or becomes, unable to pay its debts when they are due; 13.1.4. The Customer enters into, or resolves to enter into, any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them; 13.1.5. The Customer ceases, or threatens to cease, to carry on business; 13.1.6. A receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the Customer’s assets or undertakings, an application or order is made for the winding up or dissolution of the Customer or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of the Customer; or 13.1.7. The Customer fails to purchase the Minimum Volume Amount for any Petroleum Product in respect of 3 or more months in any given 12 month period during the Term. 13.2. Effect of Event of Termination If an Event of Termination occurs, Atlas Fuel Australia may, without prejudice to its other rights and remedies, terminate this Agreement immediately by written notice to the Customer. 14. LIQUIDATED DAMAGES 14.1. If this Agreement is terminated in accordance with clause 13 then the Customer will pay Liquidated Damages to Atlas Fuel Australia. 14.2. The Customer admits that the Liquidated Damages is a genuine pre-estimate, made at the date of this Agreement, of the direct costs expended, and net present value of future gross profits that Atlas Fuel Australia might reasonably be expected to earn over the unexpired duration of this Agreement if the Customer purchased the Minimum Monthly Volume. 14.3. Nothing in this clause limits or prejudices the right of Atlas Fuel Australia to recover expectation damages from any breach of this Agreement. This clause survives the termination of this Agreement. Without limiting any claim Atlas Fuel Australia may have for damages for breach of this Agreement, Atlas Fuel Australia may recover from the Customer as liquidated damages in the event of a default, the aggregate amount of: (a) equipment installation, removal and storage costs; (b) cost of signage and branding; (c) depreciation; (d) payment in full of the Invested Value stipulated in Schedule 8; (e) liquidated damages means the product of the Minimum Monthly Volume and: (i) 3.5 cents per litre where the Minimum Monthly Volume is less than 100kl/month (ii) 2.5 cents per litre where the Minimum Monthly Volume is between 100 and 250kl/month (iii) 1.5 cents per litre where the Minimum Monthly Volume is greater than 250kl/month 15. FAILURE TO PAY OR OTHER BREACH 15.1. Except to the extent required by law and without prejudice to Atlas Fuel Australia other rights and remedies, Atlas Fuel Australia is not obliged to supply any Petroleum Products to the Customer if the Customer: 15.1.1. fails to pay on time for any Petroleum Products previously sold; 15.1.2. fails to pay on time any other amount that it is required to pay to Atlas Fuel Australia under this Agreement or any other Agreement or instrument; or 15.1.3. in Atlas Fuel Australia’s reasonable opinion is otherwise in breach of this Agreement. 16. VOLUME 16.1. Minimum Volume Obligation 16.1.1. If the Customer fails to purchase the Minimum Volume for a quarter, the Customer must pay Atlas Fuel Australia a Low Volume Fee. 16.1.2. The Low Volume Fee is payable no later than 14 days after the end of the quarter for which the Low Volume Fee is payable. 16.2. Low Volume Fee The Low Volume Fee is a monetary amount (expressed in cents) calculated in accordance with the following formula: A = B x C where: A = is the Low Volume Fee; B = any Shortfall for that Petroleum Product in respect of that Volume Period; and C = 3.5 cents per litre where the Minimum Volume is less than 100kl/month 2.5 cents per litre where the Minimum Volume is between 100 and 250kl/month 1.5 cents per litre where the Minimum Volume is greater than 250kl/month 16.3. Maintenance of the Customers desired Petroleum Products inventory levels are the sole responsibility of the Customer. The Customer hereby releases and indemnifies Atlas Fuel Australia against any claim, loss or action resulting from the Customer emptying the Petroleum Products tanks, or having insufficient supplies of Petroleum Products to meet the Customer’s requirements. Atlas Fuel Australia is not liable for any delays in delivery of Petroleum Products. 17. DISPOSAL OF THE PREMISES 17.1. If the Customer is the registered proprietor, lessee or otherwise the beneficial owner of the Premises (whether solely or with another person), t Customer must not: 17.1.1. dispose or allow any disposal of the freehold, leasehold or its beneficial interest in the Premises or 17.1.2. where the registered proprietor, lessee or beneficial owner is a company, allow any disposal of the shares (or interest in the shares) in that company if the disposal would result in a change in the effective control of that company from that existing on the Commencement 17.2. Unless the Customer arranges to continue in possession of the Premises for the purpose of operating the Retail Business in accordance with this Agreement and Atlas Fuel Australia has not exercised its first right of refusal under clause 17. Where Atlas Fuel Australia does not exercise its rights under clause 17 and the Customer does not wish to continue to operate the Retail Business, Atlas Fuel Australia may terminate this Agreement. Nothing in this clause 18 limits the Customer’s obligations under clause 17. If a Customer Associate is the registered proprietor, lessee or otherwise the beneficial owner of the Nominated Site (Customer Associate), the Customer must use its best endeavors to ensure that the Customer Associate does not: dispose or allow any disposal of the freehold, leasehold or its beneficial interest in the Premises; or where the registered proprietor, lessee or beneficial owner is a company, allow any disposal of the shares (or interests in the shares) in that company if the disposal would result in a change in the effective control of that company from that existing on the Commencement Date; unless the Customer arranges to continue its possession of the Premises for the purpose of operating the retail business in accordance with this Agreement and Atlas Fuel Australia has not exercised its right of first refusal under clause 17. Where Atlas Fuel Australia does exercise its rights under clause 17 and the Customer does not wish to continue to operate the retail business, Atlas Fuel Australia and the Customer may enter into negotiations for a mutual termination of this Agreement. Nothing in this clause 18 limits the Customer’s obligations under clause 17. 18. ATLAS FUEL AUSTRALIA - FUEL TRANSPORTATION 18.1. Atlas Fuel Australia agrees to provide the customer services to transport petroleum products on the location mentioned above. 18.2. The Petroleum products remains the property of Atlas Fuel Australia unless delivered to the customers petroleum tanks from that point ownership passes to the buyer with the proof of delivery docket. 18.3. The Customer will not relocate the products from the original location without obtaining written approval from Atlas Fuel Australia. The cost of relocation, including but not limited to off loading fuel , statutory fees and charges and truck hire, labor costs etc shall be borne by the Customer. 18.4. The Customer will indentify Atlas Fuel Australia against any loss or damage sustained to the petroleum products as a result of relocation. 18.5. Atlas Fuel Australia will provide delivery of the petroleum products to the Premises. The Customer agrees that removal and collection of petroleum products from the Premises will be at the Customer’s expense. 18.6. Atlas Fuel Australia will not be liable for damage or any kind of loss of product unless the damage caused by the driver or equipment of Atlas fuel Australia. 18.7. In the event of the Customer vacating the Premises at which the Petroleum Products are delivered, the Customer agrees to notify Atlas Fuel Australia in writing at least 30 days prior to vacating the premises. 18.8. The Customer hereby grants Atlas Fuel Australia permission to enter Premises and retrieve the petroleum prducts at any time at the Customer’s expense. The Customer acknowledges that it is responsible for the cost of the maintenance of the Equipment. 18.9. Atlas Fuel Australia will, at its discretion, either arrange for the petroleum products to be maintained and repaired or instruct the Customer to arrange the same by a qualified person. 19. SIGNAGE 19.1. Atlas Fuel Australia may provide, at its discretion, the Customer with signage to allow the Premises to be identified as Atlas fuel petrol station. 19.2. The Customer agrees that the signage can be altered or removed by Atlas Fuel Australia at any time. 19.3. The Customer agrees that removal of the signage will be at the Customers expense. 19.4. The Customer agrees that it will indemnify Atlas Fuel Australia from any claims made against it as a result of the misuse of the signage referred to in this clause 20. 20. ACCESS TO PREMISES 20.1. The Customer grants to Atlas Fuel Australia a right of access to Atlas Fuel Australia and its employees and agents, during business hours, to enter the Premises to undertake meter readings to verify throughputs, to remove Equipment or the signage referred to in clause 20, and to undertake other works as may be applicable. 20.2. The Customer agrees to provide ‘all weather’, unobstructed and structurally appropriate truck access for Atlas Fuel Australia vehicles. 20.3. The Customer is liable for all expenses incurred in retrieving Atlas Fuel Australia vehicles and Petroleum Products Equipment from the Premises in the event that access and egress to the Petroleum Products Equipment is hindered by circumstances beyond Atlas Fuel Australia control. 21. CREDIT CHECKS - PPSR For the purposes of assessing the credit worthiness of the Customer from time to time and the collection of payments, the Customer authorises Atlas Fuel Australia, its employees and agents to make such enquiries as they deem appropriate including, without limitation, making enquiries of and obtaining reports (as may be allowed by law) from persons nominated by the Customer as trade referees, the Customer’s creditors, bankers and financiers, credit providers, mortgage and trade insurers and credit reporting agencies (Information Sources). The Customer consents to the Information Sources providing to Atlas Fuel Australia such information as is requested by Atlas Fuel Australia and permitted to be given by law. The Customer also consents to Atlas Fuel Australia disclosing personal information or the contents of any credit report to a credit reporting agency for the purpose of that credit reporting agency creating or adding to any credit information file in relation to the Customer. 22. MARKETING 22.1. The Customer agrees that it will comply with all directions made by Atlas Fuel Australia in relation to participation in marketing campaigns. TheCustomer agrees that the participation in the marketing campaign will be at the Customers expense and will include, but will not be limited to, providing a discount on Petroleum Products to customers, or a particular class of customers, for a specified period of time. 22.2. The Customer acknowledges that the Customer will be responsible for any regulatory consents needed to comply with clause 23.1 above. 23. GENERAL 23.1. Nature of Obligations 23.1.1. Any provision in this Agreement which binds more than one person binds all of those persons jointly and each of them individually. 23.1.2. Each obligation imposed on a party by this Agreement in favour of another is a separate obligation. 23.2. Entire Understanding 23.2.1. This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes all prior communications between the parties. 23.2.2. Each party acknowledges that, except as expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind made by or on behalf of the other party in relation to the subject matter of this Agreement. 23.3. No Waiver A failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does not operate as a waiver of the power or right. A single or partial exercise of the power or right does not preclude a further exercise of it or the exercise of any other power or right under this Agreement. A waiver of a breach does not operate as a waiver of any other breach. 23.4. Severability If any provision of this Agreement offends any law applicable to it and is as a consequence illegal, invalid or unenforceable then: 23.4.1. where the offending provision can be read down so as to give it a valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result; and 23.4.2. in any other case the offending provision must be severed from this Agreement in which event the remaining provisions of the Agreement operate as if the severe. d provision had not been included 23.5. Successors and Assigns This Agreement is not assignable by the Customer. Atlas Fuel Australia may at any time assign transfer or otherwise deal with its rights under this Agreement without the consent of the Customer. 23.6. No Variation This Agreement cannot be amended or varied except in writing signed by the parties. 23.7. Non Merger A term or condition of, or act done in connection with, this Agreement does not operate as a merger of any of the rights or remedies of the parties under this Agreement and those rights and remedies continue unchanged. Each term of this Agreement that has not been carried into effect at the termination of this Agreement survives the termination. 23.8. No Adverse Construction This Agreement is not to be construed to the disadvantage of a party because that party was responsible for its preparation. 23.9. Further Assurances A party, at its own expense and within a reasonable time of being requested by another party to do so, must do all things and execute all documents which are reasonably necessary to give full effect to this Agreement. 23.10. Consents and Approvals Where anything depends on the consent or approval of a party, then, unless this Agreement provides otherwise, that consent or approval may be given conditionally or unconditionally or withheld, in the absolute discretion of that party. 23.11. Governing Law and Jurisdiction This Agreement is governed by and must be construed in accordance with the laws of the State of Western Australia . The parties submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters or things arising out of this Agreement. 23.12. No Partnership, etc Except to the extent that this Agreement expressly provides otherwise, nothing in this Agreement: 23.12.1 constitutes a relationship of partnership, joint venture, principal and agent or of trustee and beneficiary; or 23.12.2 authorises a party to: (a) act or hold itself out as an agent or representative of the other party; or (b) assume or create any obligations on behalf of the other party. 23.13. Counterparts If this Agreement consists of a number of signed counterparts, each as an original and all of the counterparts together constitute the signed document. 23.14. The Customer may not assign or transfer this Agreement or any interest under this Agreement without Atlas Fuel Australia written consent Atlas Fuel Australia may, by notice in writing to the Customer, assign this Agreement to Atlas Fuel Australia Pty Ltd or other related company or to any other company which acquires its business (the subject of this Agreement). 23.15. Any notice required to be given hereunder shall be sufficiently served on the receiving party if delivered or posted to the address of the receiving party herein given or as last known to the sender. Notices are deemed to have been served at the time they would be received in the ordinary course of post. 23.16. Atlas Fuel Australia shall not be responsible for any delay or inability to perform its obligations under this Agreement as a result of force majeure or other causes beyond its control. 23.17. Any clause or part of a clause, which may be invalid or unenforceable, shall be capable of being severed without affecting other clauses hereof. 23.18. The Customer acknowledges that they are free to enter into this Agreement, have authority to do so, and are not subject to any encumbrances or covenants that may prevent them from performing under this Agreement. In the event that the Customer is unable to perform under this Agreement due to discovery of an existing covenant or encumbrance, including but not limited to an Petroleum Products supply Agreement with another supplier, the Customer agrees to remedy the situation to Atlas Fuel Australia satisfaction within 30 days of the discovery and indemnify Atlas Fuel Australia for such inability to perform and pay any costs of such remedy. 23.19. Any reference in this Agreement to Atlas Fuel Australia includes Atlas Fuel Australia Pty Ltd (A.C.N. 634907538) of 2095 Toodyay Road Gidgegannup WA - 6083, and all related entities and associated entities within the meaning of the Corporations Act, including, but not limited to Atlas Fuel Australia Pty Ltd (A.C.N. 634 907 538). I agree to the terms and conditions. DIRECTOR'S GUARANTEE & APPLICANT'S DECLARATION We the undersigned company directors, in consideration of Atlas Fuel agreeing to provide the Customer with a credit, hereby jointly and severally guarantee to Atlas Fuel the due and punctual payment of all debts (including debts already incurred) owing by the Customer to Atlas Fuel when due and acknowledge and agree that this guarantee is a continuing guarantee and is not in any way waived or affected by any time or other indulgence granted to the Customer. I / We being the duly authorized officer(s) of the Customer: apply for credit with Atlas Fuel on the Credit Terms and Conditions which accompany this Credit Application Form; and warrant that all of the information supplied in this application is true and complete. Executed by: Atlas Fuel Australia ABN : 33634907538 CLIENTCompany ACN ABN Registered Address StateWANSWVICQLDSATASPostcodeSignature of Director 1Signature Date DD slash MM slash YYYY Print Name Signature of Director 2Signature Date DD slash MM slash YYYY Print Name Signature of Authorised Guarantor 1Name Date DD slash MM slash YYYY Signature Address PostcodeStateWANSWVICQLDSATASSignature of Authorised Guarantor 2Name Date DD slash MM slash YYYY Signature Address PostcodeStateWANSWVICQLDSATASSignature of Authorised Signatory / WitnessWitness Name Date DD slash MM slash YYYY Signature Address PostcodeStateWANSWVICQLDSATASEmailThis field is for validation purposes and should be left unchanged.