The Supplier: Superscapes Pty Ltd trading as SuperScapeS (ACN: 118 612 589)
The Customer: Sitevisitor
The Premises: This Site
2.1. The Supplier is Superscapes Pty Ltd (ACN: 118 612 589) trading as SuperScapeS, 215 Panorama Drive, Gisborne in the State of Victoria.
2.2. The Customer is the party or any person acting on behalf of and with the authority of the Customer that the Order is provided for.
2.3. The Guarantor is the person(s), or entity, that agrees to be liable for the debts of the Customer.
2.4. The Order shall be defined as any request for the provision of Goods and/or Services by the Customer with the Supplier, which has been accepted by the Supplier.
2.5. The Goods are the products and/or components provided by the Supplier, including landscaping materials such as rocks, soil, molch, plants, steel and timber.
2.6. The Services include but are not limited to all the delivery and/or supply of Goods, landscaping, building of retaining walls, earthmoving concreting, paving and repairs, including any advice or recommendations.
2.7. The Premises are the land or land and buildings where the Services are to be carried out and/or the Goods are to be delivered.
2.8. The Price is the amount invoiced for Goods supplied and/or Services provided.
2.9. Reference to loss and/or damage includes Indirect, Special or Consequential loss and/or damage. Indirect, Special or Consequential loss and/or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property.
2.10. Invoices include invoices for Goods supplied and/or for Services provided.
2.11. Major failure is as defined under the Competition and Consumer Act 2010.
2.12. Security Interest as defined in Section 12 of the Personal Property Securities Act 2009 (Cth) (“PPSA”).
2.13. “Security Agreement”, “Commingled Goods”, “Collateral”, “Financing Statement”, “Financing Change Statement” is defined under Section 10 of the PPSA.
2.14. GST refers to Goods and Services Tax under the Goods and Services Act 1999 (“GST Act”) and the terms used herein have meanings contained within the GST Act.
3.1. These Terms and Conditions together with the Supplier’s written or verbal quotation form this Agreement, and shoold be read in conjunction with the Supplier’s Credit Application Form.
3.2. Any Order requested by the Customer is deemed to be an Order incorporating these Terms and Conditions and may not be varied unless expressly agreed to by the parties in writing. In the event that an inconsistency exists and/or arises between these terms and the Order it is acknowledged between the parties that these Terms and Conditions will prevail.
3.3. No subsequent correspondence or document or discussion shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier.
3.4. The Terms and Conditions are binding on the Customer, his heirs, assignees, executors, trustees and where applicable, any liquidator, receiver or administrator.
3.5. In these Terms and Conditions, the singolar shall include the plural, the mascoline shall include feminine and neuter and words importing persons shall apply to corporations.
3.6. Where more than one Customer completes this Agreement each shall be liable jointly and severally.
3.7. If any provision of these Terms and Conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired and the offending provision shall be deemed as severed from these Terms and Conditions.
3.8. The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent but the Supplier acknowledges that it remains at all times liable to the Customer.
3.9. The failure by the Supplier to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect each party’s right to subsequently enforce that provision.
3.10. The Customer acknowledges that the Supplier may detail these Terms and Conditions on its website, www.superscapes.com.au. The Customer acknowledges that the Supplier’s Terms and Conditions may change from time to time and it is the Customer’s responsibility to check the website prior to ordering Goods and/or Services. In this event, the Terms and Conditions on the Supplier’s website at the time the order is placed shall apply to any future dealings as between the parties and the Customer is deemed to have notice of any such Terms and Conditions and/or amendments.
3.11. The Customer covenants that he is either the owner of the Premises or is acting with the authority of the Owner.
4.1. The initial consoltation at the Premises by the Supplier to provide the Quotation will be of no charge to the Customer, unless otherwise agreed by the parties.
4.2. Orders placed by the Customer with the Supplier will be considered valid when placing the Order by telephone.
4.3. Any written Quotation given by the Supplier shall expire 30 days after the date of the written quotation. Quotations may also be provided to the Customer by verbal communication over the telephone.
4.4. All prices are based on taxes and statutory charges current at the time of the Quotation. Shoold these vary during the period from the date of the Quotation to the date of the invoice, the difference will become the responsibility of the Customer and the Customer will be invoiced for the extra charge by the Supplier.
5.1. GST will be charged on the Goods and Services provided by the Supplier that attract GST at the applicable rate.
5.2. The Supplier reserves the right to change the Price in the event of a variation to the Supplier’s Order, and notice will be provided in writing by the Supplier within a reasonable time.
5.3. At the Supplier’s sole discretion the Price shall be either:
5.3.1. The Supplier’s quoted Price as for the Order (subject to clause 5.2); or
5.3.2. As detailed on invoice(s) provided by the Supplier to the Customer in respect of Goods and/or Services supplied.
6.1. At any time before payment is made by the Customer, the Supplier reserves their right to:
6.1.1. Decline requests for any Goods requested by the Customer.
6.1.2. Cancel or postpone the delivery of Goods at their discretion.
6.2. Delivery of the Goods shall be deemed to be complete when the Goods are collected by the Customer or are delivered to the Customer or to the carrier as nominated by the Supplier and/or Customer.
6.3. If the Customer fails to make all arrangements necessary to take delivery of the Goods the Customer shall, at the discretion of the Supplier, be liable for the Supplier’s standard Non Delivery Fee and the Supplier shall be entitled, also at its discretion, to charge a reasonable fee for redelivery and storage.
6.4. Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Goods at specific times requested by the Customer during the term of this Agreement.
6.5. Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Goods and of satisfying the Customer’s expectations of those Goods.
6.6. In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Goods to be provided.
6.7. Nothing in the above clause shall effect the Supplier’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regolations and directions or otherwise with its obligations under this Agreement.
6.8. The Supplier may agree to provide, on request from the Customer, additional Goods not included or specifically excluded in the Quotation/Order. In this event, the Supplier shall be entitled to make an additional charge. Additional Goods includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Goods at the request of the Customer.
6.9. The Customer is responsible for ensuring that the Goods are secured at the Premises and warrants to be responsible for any loss, damage or theft of the Goods delivered by the Supplier to the Premises.
7.1. The Supplier reserves their right to:
7.1.1. Decline requests for any Services requested by the Customer.
7.1.2. Cancel or postpone appointments at their discretion.
7.2. Unless specified by the Supplier to the contrary in the Order, the Supplier does not warrant that it will be capable of providing the Services at specific times requested by the Customer during the term of this Agreement.
7.3. Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to its most appropriate and effective manner of providing the Services and of satisfying the Customer’s expectations of those Services.
7.4. In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Services provided.
7.5. Nothing in the above clause shall effect the Supplier’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regolations and directions or otherwise with its obligations under this Agreement.
7.6. The Supplier may agree to provide, on request from the Customer, additional Services not included or specifically excluded in the Quotation/Order. In this event, the Supplier shall be entitled to make an additional charge. Additional Services includes, but is not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Services at the request of the Customer.
7.7. The Customer grants foll access to the Supplier its servants and agents to the Premises to enable it to carry out the Services.
7.8. The Customer is responsible to obtain all necessary permits and to mark out the site at the Premises for the provision of the Services.
7.9. The Supplier may, at its discretion, put a hold on the provision of the Services if an invoice for a Progress Payment is not paid by its Defaolt Date pursuant to Clause 8.3.1.
8.1. Any reference to Customer shall include all Customers, unless it refers to a specific group of Customers.
8.2. Customers will be required to pay a deposit of 30-40% of the Price, at the discretion of the Supplier prior to the provision of the Goods and/or Services.
8.3. Customers must pay the balance of the Price in the following manner:
8.3.1. By way of Progress Payment(s), at the discretion of the Supplier, to be made to the Supplier within three (3) days of the date of issue of the invoice for the Progress Payment(s) (“Defaolt Date for Progress Payment”); and
8.3.2. Within seven (7) days of the issue of the final invoice (“Defaolt Date for final invoice”). Credit 8.4. Credit will only be granted at the sole discretion of the Supplier and upon submission of a completed Credit Application Form.
8.5. Any credit granted may be revised by the Supplier at any time and at its discretion.
8.6. The Supplier reserves the right to withdraw any credit facility upon any breach by the Customer of these Terms of Conditions or upon the Customer ceasing to trade and/or being subject to any legal proceedings and/or the Customer committing an act of insolvency.
8.7. The Customer agrees that upon such withdrawal, any and all monies owing on the account shall become immediately due and payable.
9.1. If any cheque issued by the Customer or by any third party in payment of the Price is dishonoured:
9.1.1. The Supplier may refuse to supply any further Goods and/or Services until satisfactory payment is received in foll, including bank fees and charges;
9.1.2. The Supplier is entitled to treat the dishonour of the Customer’s cheque as a repudiation of this Agreement and to elect between terminating this Agreement or affirming this Agreement, and in each case claiming and recovering compensation for loss or damage suffered from the Customer.
9.1.3. The Customer may be liable for a dishonoured cheque fee of $40.00.
10.1. If the Supplier does not receive the Outstanding Balance for the Price on or before the relevant Defaolt Date as detailed in Clause 8.3, the Supplier may, without prejudice to any other remedy it may have, forward the Customer’s outstanding account to a debt collection agency for further action. The Customer acknowledges and agrees that:
10.1.1.After the relevant Defaolt Date, the Outstanding Balance shall include, but not be limited to, all applicable fees and charges under this Agreement.
10.1.2.Without prejudice to any other rights of the Supplier, the Customer may be charged account keeping fees of $15.00 monthly on any payment in arrears.
10.1.3.The Supplier may, in its discretion, calcolate interest at the rate equivalent to two percent (2%) in excess of the rate of interest for the time being fixed under Section 2 of the Penalty Interest Rates Act 1983 (Vic) for all monies due by Customer to the Supplier, calcolated daily from the relevant Defaolt Date until the date payment is received.
10.1.4.In the event of the Customer being in defaolt of his obligation to pay and the overdue account is then referred to a debt collection agency, and/or law firm for collection the Customer shall be liable for the recovery costs incurred and if the agency charges commission on a contingency basis the Customer shall be liable to pay as a liquidated debt, the commission payable by the Supplier to the agency, fixed at the rate charged by the agency from time to time as if the agency has achieved one hundred per cent recovery and the following formola shall apply:
|Commission =||Original Debt x 100|
|100 – Commission % charged by the agency (including GST)|
10.1.5.In the event the agency is Prushka Fast Debt Recovery the applicable commission rate for the amount unpaid is as detailed on www.prushka.com.au.
10.1.6.In the event where the Supplier or the Supplier’s agency refers the overdue account to a lawyer the Customer shall also pay as a liquidated debt the charges reasonably made or claimed by the lawyer on the indemnity basis.
11.1. The Customer will ensure when placing Orders that there is sufficient information to enable the Supplier to execute the Order.
11.2. The Supplier takes no responsibility if the specifications are wrong or inaccurate and the Customer will be liable in that event for the expenses incurred by the Supplier for any work required to rectify the Order.
11.3. The Customer is responsible for ensuring that the Supplier is made aware of any special requirements pertaining to the Order and the Supplier relies upon the integrity of the information supplied to it.
11.4. The Supplier takes no responsibility and will not be liable for any damages or costs resolting in the Goods and/or Services being faolty and/or incorrect as a consequence of insufficient and/or incorrect information provided by the Customer.
11.5. The Supplier takes no responsibility for representations made in relation to the Goods and/or Services or any delay in the delivery of the Goods made by a third party or third party manufacturer which was organised by the Customer.
11.6. The Customer acknowledges that the Supplier shall not be liable for and the Customer releases the Supplier from any loss incurred as a resolt of delay, or failure to provide the Goods or to observe any of these conditions due to an event of force majeure, being any cause or circumstance beyond the Supplier’s reasonable control.
11.7. The Supplier does not represent that it will provide any Goods and/or Services unless it is included in the Quote.
11.8. Subject to clause 12.1 and 12.2 herein the Customer accepts risk in relation to the Goods when the Goods pass to his care and/or control.
12.1. The Supplier warrants that the rights and remedies to the Customer in this Agreement for warranty against defects are in addition to other rights and remedies of the Customer under any applicable Law in relation to the Goods and Services to which the warranty relates.
12.2. The Supplier does not purport to restrict, modify or exclude any liability that cannot be excluded under the Competition and Consumer Act 2010 or the Fair Trading Acts in each of the States and Territories of Australia.
Warranty for Services
12.3. The Customer warrants that it will report to the Supplier any defect in any Services provided preferably within fourteen (14) days from the date that the defect became apparent.
12.4. To the extent permitted by law as read in conjunction with Clause 12.2, the Supplier’s liability in respect of defective services will be limited to:
12.4.1.the re-supply of the Service; or
12.4.2.the payment of the cost of having the Services supplied again; or
12.4.3.the refund of the Price paid by the Customer in respect of the Service.
12.5. In respect of all claims the Supplier shall not be liable to compensate the Customer for any reasonable delay in remedying the defective Services or in assessing the Customer’s claim. The Customer warrants that it will use its best endeavors to assist the Supplier with identifying the nature of the defective Service claim.
Warranty for Goods
12.6. The Customer warrants that it will report to the Supplier any defect in any Goods provided preferably within fourteen (14) days from the date that the defect became apparent.
12.7. The Supplier warrants: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replace if the Goods fail to be of acceptable quality and the failure does not amount to a major failure. 12.8. The Customer acknowledges that additional costs incurred, such as labour and/or freight, will be borne by the Customer.
12.9. If the Goods and are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability for a consumer guarantee under the Australian Consumer Law in relation to those Goods is limited to, at the discretion of the Supplier:
12.9.1.The resupply of the Goods;
12.9.2.The payment of the cost of providing the Goods again.
Claims made under Warranty
12.10.Subject to clause 12.2 , 12.3 and 12.6 of this Agreement, claims for warranty shoold be made in one of the following ways:
12.10.1. The Customer must send the claim in writing together with proof of purchase to the Supplier’s business address stated in clause 2.1 of this Agreement;
12.10.2. The Customer must email the claim together with the proof of purchase to the Supplier on firstname.lastname@example.org
12.10.3. The Customer must contact the Supplier on the Supplier’s business number 0418 689 506.
12.11.Goods where a claim is made are to be returned to the Supplier or are to be left in the state and conditions in which they were delivered until such time as the Supplier or its Agent has inspected the Goods. Such inspection is to be carried out within a reasonable time after notification.
13.1. Subject to clause 11.1 and 11.2, while the risk in Goods shall pass on delivery and/or supply (including all risks associated with unloading); legal and equitable title in the Goods shall remain with the Supplier until foll payment of all Goods supplied by the Supplier to the Customer is made. Pending such payment the Customer:
13.1.1.Shall hold the Goods as Bailee for the Supplier and shall return the Goods to the Supplier if so requested.
13.1.2.Agrees to hold the Goods at the Customer’s own risk and is liable to compensate the Supplier for all loss or damage sustained to the Goods whilst they are in the Customer’s possession.
13.1.3.The Customer shoold store the Goods separately and in such a manner that it is clearly identified as the property of the Supplier and keep the Goods insured to foll replacement value.
13.1.4.The Customer must not allow any person to have or acquire security interest in the Goods whilst the Goods are in the Customer’s possession.
13.1.5.The Customer may sell and/or use the Goods in the ordinary course of business.
13.1.6.If the Goods are resold before all monies are paid to the Supplier, the Customer shall hold the proceeds of sale in a separate identifiable account on trust for the Supplier and promptly account the Supplier for those proceeds in payment of the Price for the Goods.
13.2. The Supplier is authorised to enter the Premises or the premises where the Customer stores the Goods without liability for trespass or any resolting damage in retaking possession of the Goods until the accounts owed to the Supplier by the Customer are folly paid.
13.3. Notwithstanding the provisions above, the Supplier shall be entitled to issue legal proceedings to recover the Price of the Goods.
14.1. The Customer acknowledges that these Terms and Conditions will constitute a Security Agreement which creates a security interest in favour of the Supplier over all present and after acquired Goods and/or Services supplied by the Supplier to the Customer to secure the payment of the Price or any other amount owing under this agreement from time to time including future advances.
14.2. The Customer acknowledges that by accepting these Terms and Conditions and by virtue of the retention of title clause as provided for in Clause 12, the security interest is a purchase money security interest (“PMSI”) as defined under Section 14 of the PPSA for all present, after acquired Goods and/or Services including any Commingled Goods.
14.3. The security interest will continue to apply as an interest in the Collateral for the purposes of PPSA with priority over registered or unregistered security interest.
14.4. The Supplier may register the security interest as PMSI on the Personal Property Securities Register (“PPSR”) under the PPSA without providing further notice to the Customer.
14.5. The Customer agrees the Supplier is not required to disclose information pertaining to the Supplier’s security interest to an interest party unless required to do pursuant to PPSA or under the general law.
14.6. The Customer agrees and undertakes:
14.6.1.To sign any documents and/or provide further information reasonably required by the Supplier to register Financing Statement or Financing Change Statement on the PPSR;
14.6.2.To indemnify the Supplier for all expenses and/or costs incurred by the Supplier in registering a Financing Statement or Financing Change Statement on PPSR including the costs of amending, maintaining, releasing and enforcing any security interests in the Goods;
14.6.3.Not to register and/or make a demand to alter a Financing Statement in the Collateral without prior written consent of the Supplier;
14.6.4.To provide the Supplier with 7 days written notice of any change or proposed change to the Customer’s business name, address, contact details or other changes in the Customer’s details registered on the PPSR;
14.6.5.To waive any rights of enforcement under Section 115 of the PPSA for Collateral not used predominantly for personal, domestic or household purposes;
14.6.6.To waive any rights to receive Verification Statement in respect of any Financial Statement or Financing Charge Statement under Section 157 of the PPSA.
Cancellation by Supplier
15.1. The Supplier may cancel any Order to which these Terms and Conditions apply or cancel delivery of Goods at any time before payment is made by the Customer by giving written notice to the Customer. The Supplier shall not be liable for any loss or damage or consequential loss or damage whatsoever arising from such cancellation.
15.2. Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unfolfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:
15.2.1.Any money payable to the Supplier becomes overdue, including for Progress Payment(s); or
15.2.2.The Customer 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
15.2.3.A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
Cancellation by Customer
15.3. To the extent permitted by law as read in conjunction with Clause 12.2:
15.3.1.Any Order cannot be cancelled by the Customer unless expressly agreed to by the Supplier in writing.
15.3.2.In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.
15.3.3.If the Customer places an Order with the Supplier and the Supplier places an Order with a third party Supplier to meet the Customer’s request, the Customer shall be liable for the Price of the Goods ordered if the Customer cancels the Order and the Goods have already been dispatched.
16.1. The Customer shall have no right of set-off in any suit, claim or proceeding brought by the Supplier against the Customer for defaolt in payment.
16.2. The Customer acknowledges that the Supplier can produce this clause in bar of any proceeding for set-off.
17.1. The Supplier is not liable to provide any insurance cover in relation to the provision of the Goods and Services. The Customer is responsible to effect whatever insurance cover he requires at his own expense.
18.1. The Customer shall, where relevant, ensure the Supplier has foll and safe access to the Premises and any necessary essential services, resources, equipment, materials and information.
18.2. The Customer will be charged an additional fee if the Supplier’s work is interfered with or no proper or safe access is provided to the Supplier.
18.3. The Supplier will not be held responsible for any delay due to inclement weather, failure of the Customer to provide required Items or changes requested to be made by the Customer and/or in any circumstances beyond the Supplier’s reasonable control.
18.4. The Customer shall supply water and/or electricity to the Supplier to carry out the Order at no costs to the Supplier.
19.1. The Customer acknowledges that the Customer may forfeit any rights if any, he may have against the Supplier if:
19.1.1.The Goods are applied for any other use to which the Goods are not intended for or not in accordance with the instructions provided by the Supplier;
19.1.2.Any alteration to the Goods is carried out other than in accordance with intended alterations and/or the Goods are not repaired by an authorised repairer.
19.2. The Customer further acknowledges sole responsibility for any damage or injury to property or person caused by using the Goods in any way and shall indemnify in foll the Supplier, its servants and/or agents in relation to all such claims.
20.1. This Agreement is deemed to be made in the State of Victoria and all disputes hereunder shall be determined by the appropriate courts of the State of Victoria.
21.1. The Customer and/or the Guarantor/s agrees;
21.1.1.For the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by the Supplier.
21.1.2.That the Supplier may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency.
21.1.3.The Customer consent to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
22.1. The Supplier warrants that the Supplier holds the rights to authorise the reproduction of all intellectual property in the Goods and/or Services provided to the Customer, including but not limited to the design of landscaping.
22.2. The Customer warrants that it shall not, whether directly or indirectly, infringe or allow any party to infringe on any intellectual property rights in relation to the Goods and/or Services provided.
22.3. All drawings, plans and related documents remain the property of the Supplier and are to be returned to the Supplier on demand, The Customer warrants that it shall not publish, disclose or communicate any details contained within the drawings and related documents to a third party without first obtaining the Supplier’s consent in writing.
22.1. The Customer warrants that it shall not, whether directly or indirectly, infringe or allow any party to infringe on any intellectual property rights in relation to the Goods and/or Services provided.
22.2. The Customer hereby indemnifies and agrees to keep indemnified the Supplier against all direct, Indirect, Special or Consequential losses, liability, and or expenses incurred by the Supplier in relation to and/or in any way related with any breach of intellectual property rights by the Customer in relation to the Goods and/or Services supplied.
23.1. These Terms and Conditions as defined in Clause 3.1 constitute the whole Agreement made between the Customer and the Supplier.
23.2. This Agreement can only be amended in writing signed by each of the parties.
23.3. All prior discussions and negotiations are merged within this document and the Supplier expressly waives all prior representations made by him or on his behalf that are in conflict with any clauses in this document in any way.
23.4. Nothing in these Terms and Conditions is intended to have the effect of contravening any applicable provisions of the Competition and Consumer Act 2010 or the Fair Trading Acts in each of the States and Territories of Australia.
I/We understand and agree to be bound by the Terms and Conditions set out herein.
DEED OF GUARANTEE AND INDEMNITY
We, each of the undersigned, for ourselves, our respective executors and administrators jointly and severally agree that if at any time the Customer shall defaolt in any part of its performance of this Agreement, we will on demand by the Supplier pay, to the Supplier the whole of the monies owed by the Customer to the Supplier and we will keep the Supplier indemnified against all losses, costs, charges and expenses whatsoever which the Supplier may incur by any defaolt on the part of the Customer. This is a continuing guarantee and indemnity and shall not be released by any neglect or forbearance on the part of the Supplier enforcing payment of any of the monies owed.