The Guarantor hereby:
1. Agrees to guarantee to Ivoclar Vivadent the due and punctual payment of all money presently owing and any money that may become owing by the Customer, in respect of the cost of goods or services supplied by Ivoclar Vivadent to the Customer and any other sums payable by the Customer to Ivoclar Vivadent pursuant to Ivoclar Vivadent Terms and Conditions of Trade (
guaranteed money);
2. Agrees as a separate severable and additional covenant and obligation to indemnify and keep indemnified Ivoclar Vivadent from and against all losses, costs, charges and expenses whatsoever (including all legal costs) that Ivoclar Vivadent may suffer or incur in relation to the supply of goods or services to the Customer;
3. Covenants, acknowledges and agrees as follows:
(a) The guarantee given in clause one is a continuing guarantee, the indemnity given in clause two is a continuing indemnity and neither this Deed nor the guarantee nor the indemnity will be discharged in any way or be considered or deemed to be discharged in any way by any payment to Ivoclar Vivadent, other than the full payment to and acceptance by Ivoclar Vivadent of the whole of the guaranteed money;
(b) Notwithstanding that as between the Guarantor and the Customer the position of the Guarantor is that of surety only. Nevertheless as between the Guarantor and Ivoclar Vivadent, the Guarantor is liable as a principal and as a primary debtor for the payment of the guaranteed money;
(c) This Deed is valid and enforceable against the Guarantor and the liability hereunder of the Guarantor continues and may be enforced by Ivoclar Vivadent notwithstanding:
That no steps or proceedings have been taken against the Customer;
Any indulgence or extension of time granted by Ivoclar Vivadent to the Customer;
The death or bankruptcy or winding up of the Customer;
That payment of the guaranteed money by the Customer cannot be legally enforced against the Customer;
(d) Ivoclar Vivadent taking or failing to take, or enforcing or failing to enforce, or holding any other security for the Customer's debt, or varying or surrendering any such security shall not exonerate or discharge the Guarantor or otherwise prejudice or affect the liability of the Guarantor;
(e) The Guarantor must not compete with Ivoclar Vivadent for any dividend or distribution in the event of the Customer being declared bankrupt, going into liquidation or being wound up or entering any deed or scheme of arrangement or assignment or composition in respect of its affairs or its assets and liabilities;
4. Where the Guarantor consists of more than one person, this guarantee is enforceable against all persons signing as Guarantor jointly and severally
5. The Guarantor hereby acknowledges having given its consent to Ivoclar Vivadent to:
(a) Disclose credit information about the Guarantor to a credit reporting body; and
(b) Obtain credit eligibility information about the Guarantor from a credit reporting body; and
(c) Use credit eligibility information about the Guarantor; and
(d) Disclose credit eligibility information about the Guarantor, or the purposes of Ivoclar Vivadent :
(e) Assessing whether to accept the Guarantor as a guarantor for credit that has been provided to or may be applied for by the Customer; and
(f) Collecting overdue payments; and
(g) Reporting on payment defaults and personal bankruptcy and insolvency issues
6. The term "Ivoclar Vivadent" includes its successors and assigns and the terms "Customer" and "Guarantor" include their respective executors, administrators and successors.