Terms & Conditions | BMA Belting

CONSULTANT AGREEMENT

TERMS AND CONDITIONS

DEFINITIONS

"Agreement" means the entire this agreement between the Client and BMA and any documents expressly referred to within this Agreement.

"BMA” means Brendma Australia Pty Ltd t/as BMA Belting Australia ABN: 52 002 966 645

"BMA's Representative" means the person at Item 1 of the Reference Schedule of this Agreement or such other person appointed by BMA from time to time.

"Client" means the entity at Item 2 of the Reference Schedule of this Agreement but if that item is left blank, it means the entity or person that BMA is to provide the Services to.

"Client's Representative" means the person at Item 3 of the Reference Schedule of this Agreement or such other person appointed by the Client from time to time.

“Deed of Guarantee and Indemnity” means the Deed of Guarantee and Indemnity annexed to this Agreement.

“Delivery Docket” means the document provided to the Client or to a party on behalf of the Client for execution in confirmation of delivery of the Goods.

"Documentation" means all relevant documentation, information, and particulars as the case may be associated with any instruction or Order communicated to BMA.

"Fee" means the amount at Item 4 of the Reference Schedule of this Agreement, otherwise the Fee quoted and/or invoiced by BMA.

“Goods” means any item, material or equipment of any kind the subject of an Order of which BMA is able to facilitate the supply.

“Guarantor” means the person or persons listed as Guarantor in this Agreement.

“Order” means any request or instruction from the Client to BMA for the supply and/or delivery of Goods by BMA.

"Reimbursable Expenses" means all costs and expenses (in addition to the Fee) that are incurred by BMA in the performance of the Services.

1. Order of Precedence and Acceptance

This Agreement shall apply and shall take precedence over any other agreement entered into or agreed between the parties.
Should there be any inconsistency between this Agreement and any other terms, then this Agreement and its terms will prevail to the extent of any inconsistency.
Should the Client place an Order for or accept delivery of any Goods at any time, including prior to execution of this Agreement, the Client agrees that it has received prior to such Order, and understands and agrees to be unconditionally bound by this Agreement.
Where more than one Client has entered into this Agreement, the Client(s) shall be jointly and severally liable.
Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

2. The Client and Purchase of Goods

The Client acknowledges and accepts that it shall be solely responsible for all Orders, or any requests, electronically transmitted or otherwise communicated to BMA and the Client accepts full responsibility for the monitoring of its account and level of credit used or available (where applicable) or the Goods ordered.
The Client agrees that BMA shall not be under a duty to inquire as to the authority or propriety of any instructions given to BMA, and shall be entitled to act upon any instructions or Orders made by the Client or on its behalf and will not be liable for any loss, cost, expense or other liability arising out of any such instructions / Order.
The terms and time of payment for the Goods shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated then payment shall be on delivery date of the Goods.
BMA may withhold delivery of the Goods until the Client has paid for them in full, in which event payment shall be made before the delivery date of the Goods.

3. Role of BMA

BMA shall fulfill the Order with reasonable skill, care and diligence.
BMA shall communicate with the Client by and through BMA’s Representative.
Unless otherwise agreed, BMA may rely on and treat any Documentation or directions provided by the Client as valid, accurate and correct.
If BMA considers that any instructions made available to it by the Client is insufficient to enable BMA to fulfill an Order, or is incorrect, then BMA shall notify the Client accordingly.
If BMA becomes aware of any matters that will change the scope, character, quality, sequence or timing of the Order or the fulfillment of an Order, then BMA shall promptly notify the Client of that matter.
Where BMA considers that there is a change in the nature, scope, character, quality or otherwise in any Order, then it is entitled to a variation of its Fees.

4. Role of the Client

The Client shall pay the Fees as and when they fall due.
The Client shall communicate with BMA by and through the Client’s Representative, who shall have authority to bind the Client in respect of all matters arising out of or in connection with this Agreement, with sufficient information to enable BMA to fulfill any Order.
If the Client becomes aware of any matter that will change the scope, character, quality, sequence or timing of the fulfillment of an Order, then the Client shall promptly notify BMA of that matter.
The Client shall cooperate with BMA and shall not interfere with or obstruct the fulfillment of any Order.
It is assumed that the Client has understood all details and any other communication provided or conveyed by BMA. It is the obligation of the Client to seek clarification or ask any questions of BMA if any aspect of a quotation, or correspondence or Order is not understood.
If it comes to the attention of the Client, or anybody on its behalf, that any detail of any kind is missing, or that assumptions BMA has made are inaccurate, or information or Documentation supplied to BMA or by BMA has been based on unreliable, inaccurate or incorrect data, the Client must immediately notify BMA. In the absence of such written notification to BMA, BMA will accept no responsibility for any loss or damage arising as a result of the incorrect, false, inaccurate or unreliable information.

5. Payment to BMA for Goods

Payments made allocated to oldest invoice or any manner BMA wishes to allocate if an invoice is not being paid directly and in full.
Upon request, BMA will provide a written quotation for the Goods ordered by the Client.
Otherwise, the Client agrees and acknowledges that it is familiar with and understands the cost of the Goods and in the absence of any specific requests for a formal written quotation, BMA will provide a verbal quotation with respect to the cost of the Goods.
Unless agreed otherwise, BMA shall issue an invoice once monthly, or upon completion of the Order or delivery of Goods, with each invoice being payable within 30 days of being issued.
At BMA’s sole discretion, a non-refundable deposit may be required.
BMA is entitled to charge the Client interest at the rate of 10% per annum on any overdue payments from the due date for payment up to an including the date of payment.
If the Client disputes any fees or charges, the Client must notify BMA within five (5) Business Days of receipt of the invoice in dispute.
Any part of an invoice not in dispute must be paid by the due date for payment of the invoice.
In the event of a dispute, the Parties must invoke the dispute resolution clause of this Agreement within seven (7) Business Days of the dispute being notified, if not resolved earlier between the Parties.
BMA is entitled to either suspend the provision of any services pending, including cancellation of any pending Orders and/or terminate this Agreement and any other agreement entered into, in the event an invoice remains outstanding for a period of 60 days from the due date for payment of the invoice.
Should BMA suspend or terminate this Agreement or any and/or all agreements between BMA and the Client, it will be entitled to claim damages including, but not limited to the payment of any outstanding monies, interest, administration fees, expectation loss and legal fees and reserves all of its rights, entitlements and remedies in this regard.
In the event this Agreement is terminated or suspended, BMA will not be liable for any loss or damage howsoever arising as a result of its suspension or termination, including but not limited to any business interruption, loss of profits, reputational damage or otherwise suffered by the Client and the Client indemnifies BMA for any and all Claims in this regard.
The Client shall pay all costs and expenses (including, without limitation, legal costs) incurred by BMA in pursuing any overdue payments.
If acceptance or delivery of any Goods or fulfillment of any Order is delayed by an act, omission or default of the Client or its employees, agents, consultants or contractors, then the Client shall pay BMA for the costs and expenses incurred by BMA as a result of the delay.
If after the date of this Agreement there is any change to the laws, by-laws, regulations or ordinances of the Commonwealth of Australia or a State or Territory of Australia (or any country or territory where the Project is located is to be performed, or Goods purchased or delivered) or any Statutory Authority, and that change directly or indirectly increases or decreases the Fees, then BMA may vary the Fee accordingly for which the Client will be liable.
The Client must upon executing this Agreement, procure for BMA duly executed Deeds of Guarantee and Indemnity by our clients in the form attached to these terms.
In consideration of BMA entering into this Agreement and providing Goods and advancing any credit at the Client’s request, the Guarantors (as shown by the Guarantor signing this Deed):
1. guarantee to BMA the punctual payment of all money and the punctual observance by the Client of all terms of this Agreement to be performed by the Borrower; and
2. unconditionally indemnify(ies) BMA in respect of any failure by the Client to make any payment or to perform any obligation under this Agreement.
BMA and the Guarantors agree that:
1. this guarantee and indemnity is a continuing guarantee and indemnity which is absolute and unconditional in all circumstances and is irrevocable and will remain in force until all the Client’s obligations under this Agreement are performed;
2. this guarantee and indemnity will not be discharged by the payment at any time of any money on account or by any concession given by BMA to the Client or to a Guarantor or by any compounding, compromise, release, abandonment, waiver, variation, relinquishment or renewal of any of BMA’s rights against the Client or a Guarantor or by BMA’s neglect or omission to enforce any such rights or by any other thing whatsoever which but for this clause might abrogate, prejudice or affect this guarantee and indemnity or by any variation or addition to this Agreement;
3. this guarantee and indemnity is in addition to any other rights which BMA has under this Agreement and can be enforced against a Guarantor without BMA first having recourse to any other rights and without taking any action against the Client;
4. this guarantee and indemnity will not prejudicially affect or be prejudicially affected by any security held by BMA for any money owing under this Agreement but such security will be collateral and a Guarantor will not as against BMA in any way claim the benefit or seek the transfer of any security; and
5. the Guarantors warrant that they have full power and authority to enter into this guarantee and indemnity and that a Guarantor’s obligations under this guarantee and indemnity are in no way diminished, fettered or controlled by any deed or instrument including, but not limited to, any debenture trust deed relating to securities issued or given by a Guarantor.
BMA, in its sole and absolute discretion, will determine whether Security is required and such request may depend upon the Client, the value of the Order, the nature, quantum or frequency of any Order(s), the creditworthiness of the Client, the conduct of the Client, or any other reason in BMA’s sole discretion.
Security may be requested by BMA at any time, including after commencement of this Agreement, where the Client has a change in financial circumstances, notifies BMA of a change in circumstances that may impact the Client’s ability to meet its obligations under this Agreement, where the Client defaults in any of its obligations under any agreement, or similar such circumstances, in the discretion of BMA.
If BMA requests Security at any time and the Client refuses to provide same, BMA in its sole and absolute discretion, may suspend or terminate this Agreement and/or any pending Orders or otherwise.

Delivery of Goods

Any date quoted for delivery is an estimate only and, unless a guarantee shall have been given by BMA in writing, BMA shall not be liable to the Client for any loss or damage however arising for the failure to deliver on or before the quoted date.
Delivery of the Goods is taken to have occurred at the time that the Client or the Client’s nominated carrier takes possession of the Goods; or BMA, or its nominated carrier delivers the Goods to the Client’s nominated address.
At BMA’s sole discretion, the cost of delivery is in addition to the Fee; and where BMA incurs a waiting time when delivering the Goods, or where personnel without authority to accept such Goods are not present at the time of delivery, BMA shall be entitled to charge for such delays and/or cancellations and re-delivery.
The Client accepts that any responsible person (e.g. site foreman or gatekeeper) signing the Delivery Docket on the Client’s behalf is deemed to have the authority to accept such deliveries.
BMA may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions of this Agreement.
BMA shall not be liable to the Client or any other party for any direct or indirect or consequential injury, loss or damage whatsoever by reason of any delay in delivery whether the same is due to the negligence of BMA or any other party or any other industrial action be it of BMA or other party, or any other cause whatsoever.
Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, BMA is entitled to receive all insurance proceeds payable for the Goods. The production of this Agreement is sufficient evidence of BMA’s rights to receive the insurance proceeds.
If the Client requests BMA to leave Goods outside BMA’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.
The Client shall ensure that BMA has clear and free access to the work site at all times to enable them to deliver the Goods. BMA shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of BMA.
It is the responsibility of the Client to ensure that access is suitable to accept the weight of laden trucks or lifting equipment as may be deemed necessary by BMA.
In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by BMA as a direct result of the cancellation (including, but not limited to, any loss of profits).
Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.

6. Default & Consequences of Default

If the Client:
1. defaults in payment of any invoice when and as it falls due, which has not been rectified within 30 days of the due date;
2. has any outstanding monies payable to BMA,
3. or in BMA’s opinion the Client will be unable to meet its payments as and when they fall due; or
4. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
5. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any assignees of the Client; or
6. has any adverse credit or other reports issued that become apparent to BMA through its monitoring activities;
7. or fails to comply with any terms or conditions imposed by BMA, that it is entitled to impose pursuant to this Agreement; or
8. is in breach of any term or condition of this Agreement or any other agreement entered into between the parties; or
9. the guarantors are in breach of any term of this Agreement,
Then:
1. The Client shall indemnify BMA from and against all costs, losses and disbursements including, but not limited to, in addition to the sum outstanding, any and all interest, administrative costs and costs associated with recovery fees, including solicitor fees; and
2. Without prejudice to any other remedies BMA may have, BMA may suspend or terminate the supply or delivery of Goods to the Client and any of its other obligations under this Agreement. BMA will not be liable to the Client for any loss or damage the Client suffers howsoever arising, because of any of BMA’s actions exercised under this clause;
3. Interest at the rate of 10% p.a. calculated daily will accrue and the unpaid sum, together with accrued interest, will be immediately payable;
4. Without prejudice to any and all rights and entitlements of BMA or other remedies at law and in addition to them:
  1. BMA shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies; and
  2. all amounts owing to BMA shall, whether or not due for payment, immediately become payable in addition to any interest payable.
BMA may, without prejudice to any of its other rights or entitlements and notwithstanding anything to the contrary in this Agreement, immediately lodge any caveat as contemplated by this Agreement, and/or commence litigation against the Client and/or any Guarantor and otherwise pursue its rights at law to recover any monies that are due and payable, but remain outstanding and have been so for a period of 30 days since the invoice was due and/or any of its other rights as a result of breach of this Agreement by the Client, where any such breach has not been rectified within 30 days of the breach occurring.
Further and for the sake of clarity, in exercising any of its rights under this Agreement, specifically its rights pursuant to the Guarantee and Indemnity, BMA is not required to seek recovery of the Goods, or pursue the Client, or do any other thing as a prerequisite to commencing action against any Guarantor under the Agreement for any outstanding sums.

7. Transfer of Title

The Client acknowledges and agrees that legal title in any Goods supplied by BMA to the Purchaser does not and will not pass until all payments owing to BMA are received in cleared funds and in full by BMA from the Client.
Until all payments owing to BMA are made in full and in cleared funds and/or any other obligations are fulfilled by the Client pursuant to these terms, then:
1. the Client is only a bailee of the Goods and must return the Goods to BMA on request;
2. the Client holds the benefit of the Client’s insurance of the Goods on trust for BMA and must pay to BMA the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
3. the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for BMA and must pay or deliver the proceeds to BMA immediately;
4. the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of BMA and must sell, dispose of or return the resulting product to BMA;
5. the Client irrevocably authorises BMA to enter any premises where BMA believes the Goods are kept and recover possession of the Goods;
6. BMA may recover possession of any Goods in transit whether or not delivery has occurred;
7. the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of BMA; and
8. BMA may commence proceedings to recover the Fee of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

8. Defects and Warranties

BMA warrants that all Goods have been checked and certified prior to delivery.
Refer to BMA’s Warranty Terms and Guidelines for BMA’s Warranty Policies.
Otherwise and in any event, the Client must inspect all Goods on Delivery and prior to the execution of any Delivery Docket.
The Client must, prior to executing any Delivery Docket, notify BMA in writing of any evident Defect.
Under no circumstances can the Client withhold payment of any invoice issued by BMA in the event of a Defect being identified and all invoices must be paid in full by the due date for payment.
Should the Client notify BMA of any Defect in the manner described, the Client must allow BMA to inspect the Goods and determine the cause and if that cause is deemed by BMA to be the liability of BMA, then it will rectify the Defect.
Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
BMA acknowledges that nothing in this Agreement purports to modify or exclude the Non-Excluded Guarantees where they are applicable.
BMA makes no warranties or other representations under this Agreement including but not limited to the quality or suitability of the materials for the Client’s intended purpose. BMA’s liability in respect of these warranties is limited to the fullest extent permitted by law and only to replacement of the Goods.
Notwithstanding the above, if BMA is required to replace any materials or otherwise re-supply Goods pursuant to this Agreement, but is unable to do so for any reason, BMA may refund any money the Client has paid for the Goods to be replaced, which will be the fullest extent of BMA’s liability in such circumstances.
Otherwise and subject to the above, BMA’s liability for any defect or damage in the Goods is:
1. limited to the value of any express warranty provided to the Client by BMA at BMA’s sole discretion;
2. limited to replacement of the Goods;
3. limited to the value of the Goods, if they cannot be replaced;
4. limited to any warranty to which BMA is entitled, if BMA did not manufacture the Goods; or
5. otherwise negated absolutely, subject to the specific facts and circumstances of the case as BMA determines.
Notwithstanding anything to the contrary, BMA shall not be liable for any Defect which may be caused or partly caused by or arise as a result of:
1. the Client failing to properly maintain or store any Goods;
2. the Client using the Goods for any purpose other than that for which they were designed;
3. the Client failing to use, store, handle or otherwise deal with any Goods not strictly in accordance with the manufacturer’s recommendations and specifications;
4. the Client continuing to use any Goods after any Defect became apparent or should have become apparent to a reasonably prudent operator or user;
5. the Client failing to follow any instructions or guidelines provided; and/or
6. fair wear and tear, any accident, or act of God or force majeure.

9. Limit of Service and Scope of Costs

In the taking or fulfillment of any Order, BMA’s obligations and performance or provision of Goods, is limited exclusively to the Order as made, quoted verbally or otherwise agreed between the parties in writing.
No additional Goods are to be supplied and BMA is not required to perform any other function or otherwise, BMA, in the absence of a written agreement as to the additional scope or provision of Goods to be supplied. This includes the handling of any goods, as well as the provision of equipment, or anything else not specifically stated as included in the price.
The recommendations, or opinions, quotations or approach taken by BMA may be subject to change with notice to the Client.
The Client agrees and acknowledges that whilst BMA will use its best endeavors to ensure the Goods specified are used, it cannot guarantee the ongoing stock or availability of certain Goods.
Any opinion expressed by BMA to the Client is only the opinion of BMA and is not a recommendation or expert advice and BMA will not be liable under any circumstance for any loss or damage suffered by the Client as a result of any opinion expressed by BMA.
The Client agrees and acknowledges that in the event a Good or other specification is no longer available for any reason, then BMA may replace that material with an alternate material of equal or better value, make and appearance and the Client will have no claim against BMA in such circumstances.

10. Proposed Variations

Upon receipt of confirmation from the Client that an Order is to be modified in any way, BMA may, subject to the status of the Order that is being modified, modify the Order and will advise the Client of any variation in Fees associated with the modification.
In circumstances where an Order has been placed and BMA has or will incur any expense associated with any request for a variation of the Order, then the Client agrees and acknowledges that it will indemnify BMA for any such loss, cost or expense.

11. Scope of Liability

BMA shall not be liable to the Client for:
1. The acts, omissions, or defaults of other contractors or consultants engaged by the Client (including consultants or contractors engaged by BMA as agent for the Client);
2. Any changes, alterations or additions to the Goods, Services or Order(s) made by others without the express approval of BMA;
3. The accuracy of any quantity and cost estimates;
4. The improper use, storage, handling or otherwise of the Goods;
5. Any dealing with the Goods contrary to any manufacturer’s instructions or specific instructions of BMA;
6. Any loss of use, opportunity or production, loss of interest, earnings or profit, holding or financial costs; business interruption or any indirect or consequential losses; and
7. Any loss, damage or claim to the extent that such loss, damage or claim was caused or contributed to by the Client, or its employees, agents, consultants or contractors and not the willful or negligent act of BMA.
BMA shall not be liable to any third party for any claim whatsoever arising out of or in connection with the Goods or any Order, and the Client indemnifies BMA accordingly.
To the fullest extent permitted by law, all warranties implied by statute or otherwise are excluded.

12. Dispute Resolution

If a dispute arises out of or in connection with the Agreement, then either party may by notice in writing served on the other party require that such dispute be resolved in accordance with this clause.
Within 14 days after service of a notice under clause 15.1, senior representatives of each party must meet and use their best endeavors to resolve the dispute or agree on a process for resolving the dispute. If the dispute is not resolved or a process for resolving the dispute is not agreed to within 28 days of service of the notice referred to in Clause 15.1, then the dispute may be resolved through litigation.

13. General

BMA and the Client each binds itself and its partners, successors, executors, administrators, assigns and legal representatives to the other party to this Agreement and to the partners, successors, executors, administrator, assigns and legal representatives of the other party in respect to all covenants and obligations of this Agreement.
Neither BMA nor the Client shall assign, sublet or transfer any right or obligation under this Agreement without the prior written consent of the other party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the assignor from any obligation under the Agreement.
A notice purported to be served under this Agreement shall be deemed to have been properly served if the same is in writing and is sent to the usual business address of the recipient by mail, telegram, facsimile, email or telex message or personal delivery for which a receipt is obtained.
The failure by BMA to enforce any provision of this Agreement shall not be treated as a waiver of that provision, nor shall it affect BMA’s right to subsequently enforce that provision. If any provision of this Agreement shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
Both parties warrant that they have the power to enter into this Agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.
This Agreement shall be governed by the law of the State in which the majority of the Services are provided, or the law of New South Wales if the majority of the Services are performed outside Australia.

PAGE — BMA Terms and Conditions

Last updated: 19 Oct 2025