www.premierce.com.au
Unit 4/18 Prospect Place
Berrinba, Queensland
Australia 4117

Premier Concrete Equipment Pty Ltd (ABN 24 642 979 100)
TERMS AND CONDITIONS FOR THE PROVISION OF GOODS BY PREMIER CONCRETE EQUIPMENT PTY LTD

1. General

1.1 When the Buyer enters into any transaction with Premier Concrete Equipment Pty Ltd, whether conditional or unconditional, the Buyer acknowledges that:

1.2 The Buyer has read and agrees to be bound by these Terms and Conditions; and

1.3 Premier Concrete Equipment Pty Ltd is dealing with the Buyer on the express basis that these Terms and Conditions will apply in full to the transaction.

1.4 Unless otherwise disclosed by the Seller to the Buyer, or by other superseded terms, these Terms and Conditions shall form part of any credit application and will be binding on the parties to such agreement.

2. Definitions

2.1 "Seller" means Premier Concrete Equipment Pty Ltd, the provider of the goods.

2.2 "Buyer" means the individual or entity purchasing the Goods from the Seller.

2.3 “Debt” means any and all moneys owing to the Seller from the Buyer at any time whether in relation to one or more transactions, including without limitation any Overdue Amounts.

2.4 “Deposit” means the amount required to be paid to the Seller upon making an order for Goods.

2.5 “Descriptive Matter” includes without limitation, specifications, drawings, diagrams, particulars of weights/dimensions or any other form of measurement submitted with or prior to any offer by the Seller or contained in the Seller’s catalogues, price lists or advertising matter.

2.6 "Goods" means all products, goods, parts or components the Seller supplies to you, more particularly the items specified in the quotation or invoice.

2.7 "GST" means the Goods and Services Tax as per Australian taxation laws.

2.8 “Manufacturer” means the maker or makers of Goods or any part or component of the Goods.

2.9 “Order” means the Buyer’s order for the purchase of Goods, which may be in the form of a Purchase Order, Quote or email to the Seller in accordance with clause 3 of these Terms and Conditions.

2.10 “Overdue Amount” means any amount of money that has not been paid by the Buyer to the Seller by the due date on an invoice or account or otherwise from the Seller’s written demand, and on such Overdue Amount the Seller is entitled to charge interest (or other fees, as applicable) on any Overdue Amount in accordance with these terms.

2.11 “Purchase Order” means the Seller’s standard purchase order form available upon request or any other purchase order form accepted by the Seller for use from time to time however these Terms and Conditions will always take precedence over any terms expressed or implied as part of a purchase order form issued by you.

2.12 “Quote” means the written quotation for the Goods or services provided by the Seller, which is valid for a period of 7 days from the date of the quotation.

3. Orders

3.1 The Buyer’s submission of a Purchase Order, signed Quote or email request for Goods constitutes an offer from the Buyer to the Seller.

3.2 The Seller may accept an offer from the Buyer by any of the following means of communication:

a) written acceptance; or
b) verbal acceptance; or
c) email acceptance.

3.3 Once the Seller has performed an act of acceptance under clause 3 of these Terms and Conditions, the Seller is entitled to:

a) rely on this acceptance as forming a contract (the Contract) to provide Goods on the basis set out in these Terms and Conditions; and
b) receive full payment from the Buyer for the Goods regardless of whether or not the Buyer wishes to complete the transaction at a later time.

3.4 All Descriptive Matter is intended merely to present a general idea of Goods described within the Descriptive Matter. The Buyer acknowledges that:

a) Descriptive Matter does not form part of the Contract;
b) it has not relied upon any representation contained within any Descriptive Matter; and
c) it has not relied upon any inducement, representation or statement made by the Seller or its agents, employees or any other entity purporting to be acting on behalf of the Seller in purchasing the Goods.

3.5 The Buyer may provide specifications to the Seller with their Order, however the Buyer acknowledges that the Manufacturer may (in its sole discretion) modify, update or change the specifications (without prior notice to the Seller or to the Buyer) and in such circumstances:

a) the modified specification may be substituted for the Buyer’s request within its Order;
b) the Buyer will accept the Goods as manufactured in accordance with the modified specification in satisfaction of the Seller’s obligations under the Contract; and
c) upon request by the Seller, the Buyer will be liable to pay the amount of any increase in the Manufacturer’s prices resulting from such modified specifications.

4. Price and Payment Terms

4.1 All prices quoted are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.

4.2 The default payment term is cash in advance, unless the Buyer completes a credit application which is subsequently approved by the Seller.

4.3 Upon approval of the Buyer’s credit application, the Seller will notify the Buyer in writing of the approved trading/payment terms (including with reference and adoption of these Terms and Conditions), and failing any notification by the Seller, on such terms as disclosed in the invoice or relevant account.

4.4 If the amount quoted is $20,000.00 or more, the Seller reserves the right to request a 20% upfront deposit.

4.5 Full payment is required prior to delivery of the Goods.

4.6 If the Buyer requests alternative payment terms (e.g., instalments), these terms must be set out in writing, signed and agreed upon by both parties.

4.7 Payment must be made via direct deposit to the Seller’s bank account, details of which will be provided to the Buyer on the Seller’s acceptance of the Order.

4.8 If payment in full is not received by the due date as listed on the invoice, this constitutes an Event of Default and the invoiced amount or any unpaid portion of it becomes an Overdue Amount.

4.9 Upon an Event of Default, the Seller may:

a) charge a late payment fee of $20.00 per day; and/or
b) in respect of credit accounts, charge interest at the rate of 10% per month on any Overdue Amount from the date upon which it became due until the date of its eventual payment, and such interest shall compound monthly at this rate after as well as before any judgement; and/or
c) demand the return of the Goods and repossess the Goods if demand is not met within two (2) days after the date of the demand; and/or
d) institute debt recovery or legal proceedings to recover the Overdue Amount and all legal costs (on a solicitor and own client basis) incurred by the Seller in the course of those proceedings; and/or
e) seek indemnity for:
    i. any and all costs incurred by the Seller in taking any action under this clause; and
    ii. any claims against the Seller arising out of the Seller taking any action under this clause.

4.10 The Buyer acknowledges that, in addition to any price agreed in exchange for the Goods, the Buyer is also liable to pay the Seller the following costs (which the Buyer consents to the Seller incurring on your behalf as the Seller considers necessary and which will form part of the Debt immediately upon being incurred by the Seller):

a) all packaging costs;
b) all taxes, duties and charges whatsoever imposed by any government or other government-related authority and payable in respect or by reason of the sale or Delivery of the Goods whether or not the same were payable at the date of the Order or offer;
c) the amount of any increase in the costs of the Seller supplying or delivering the Goods or any part thereof occurring after the date of Order or offer for any reason, including without limitation, changes in the manufacturer’s prices, rates of exchange, landing charges, port dues or the cost of carriage, insurance or handling;
d) any excess over the amount estimated by the Seller in respect of freight, insurance, port dues or handling changes at any port to which the Goods are to be shipped; and
e) any excess incurred over the amount estimated by the Seller to be incurred for supplying or delivering the Goods, even where such excess results from an error or omission on the part of the Seller, its servants, agents or employees.
f) Where the Seller is required to provide on-site repairs for Goods under Warranty at the Buyer’s premises, the Buyer will pay the Seller’s call out fee in respect of such services.

4.11 The Buyer may apply for credit to purchase Goods by completing the Seller’s Credit Application form, available from the Seller upon request.

4.12 The Seller has complete discretion to consider, accept or reject a Credit Application and is not obliged to provide reasons for rejection of any application.

4.13 The terms and conditions set out in the Credit Application form apply to the provision of credit to you, which must be read in conjunction with these Terms and Conditions. In the event of any inconsistency between the terms and conditions of the Credit Application and these Terms and Conditions, these Terms and Conditions shall prevail.

5. Delivery and Risk

5.1 The Seller will make all reasonable efforts to make Delivery of the Goods within the estimated time frame, which will be advised to the Buyer within three (3) business days upon acceptance of an Order. Delivery dates provided are estimates only and not guarantees. The Seller is not liable for delays caused by factors beyond its control and The Buyer expressly releases the Seller from any actions or obligations conducted or incurred by the Buyer in reliance on any expected Delivery date and any claim or matter in connection thereof.

5.2 The Buyer will accept Delivery of the Goods in accordance with any offer or in any other manner determined reasonable in the circumstances by the Seller.

5.3 If the Buyer fails to accept Delivery of the Goods, then the Buyer will be liable for any costs or damages incurred by the Seller on account of the Buyer’s failure to accept Delivery.

5.4 The risk and all attached liability for damage of the Goods passes to the Buyer at the point of departure of the Goods from the originating location even if the Seller delivers the Goods itself or the Seller’s premises are the intended delivery location or when the Buyer collects the Goods from the Seller's warehouse at [Unit 4/18 Prospect Place, Berrinba, Queensland].

5.5 The Buyer agrees to inspect the Goods immediately upon receipt and immediately notify the Seller of any defects or discrepancies. Failure to do so constitutes acceptance of the Goods as delivered.

5.6 The Buyer will be responsible for and will pay all costs of delivery or collection of the Goods unless otherwise indicated.

6. Retention of Title

6.1 Ownership of Goods: Title to the Goods remains with the Seller and does not pass to the Buyer until full payment for the Goods (and any other amounts owed by the Buyer to the Seller) is received by the Seller.

6.2 PPSA Security Interest: The Buyer acknowledges that by agreeing to these terms, the Seller has a security interest (as defined in the Personal Property Securities Act 2009 (Cth) ("PPSA") in the Goods and any proceeds from the sale of the Goods, which secures all amounts owed by the Buyer to the Seller.

6.3 Registration on PPSR: The Buyer agrees to do all things reasonably necessary to assist the Seller in perfecting and maintaining its security interest in the Goods, including, if requested, signing documents and providing information. The Buyer agrees that the Seller may register its security interest in the Goods on the Personal Property Securities Register (PPSR).

6.4 Costs of Registration: The Buyer agrees to reimburse the Seller for any costs, fees, or expenses incurred in relation to the registration or maintenance of the security interest on the PPSR.

6.5 Buyer’s Obligations in Relation to Goods: Until title to the Goods passes to the Buyer:

a) the Buyer must store the Goods separately from other goods and ensure they are clearly identifiable as the property of the Seller;
b) the Buyer must not grant any security interest or other encumbrance over the Goods without the Seller's prior written consent;
c) the Buyer must insure the Goods for its full replacement value with a reputable insurer for any loss or damage to the Goods; and
d) the Buyer must immediately notify the Seller of any attempt by third parties to claim an interest in the Goods.

6.6 Right to Reclaim Goods: If the Buyer fails to make any payment when due, or if the Seller has reasonable grounds to believe the Buyer may be insolvent, the Seller may, in addition to any other rights it may have, enter the premises where the Goods are located (or where the Seller believes them to be located) and reclaim possession of the Goods at the Buyer’s expense.

6.7 Waiver of PPSA Rights: To the extent permitted by law, the Buyer waives its rights under the PPSA, including:

a) the right to receive a verification statement under section 157 of the PPSA;
b) any right to receive notice of removal of the security interest under section 95; and
c) any right to object to the Seller’s enforcement of its security interest as provided under the PPSA.

7. Warranties and Limitation of Liability

7.1 The Seller warrants that the Goods are free from material defects and conforms to specifications (including specifications as modified under clause 3.5) at the time of delivery. This warranty is valid for a period as specified by the supplier or manufacturer of the Goods. Where the Goods are supplied by the Seller, the warranty period shall be separately agreed upon in writing between the Seller and the Buyer.

7.2 The Buyer acknowledges and agrees that the relevant supplier’s warranty (“Warranty”) applies to the purchase of these Goods and the Buyer has read and understood the terms of the Warranty.

7.3 The Buyer’s sole remedy for a breach of this Warranty is the repair or replacement of the Goods, at the Seller's discretion.

7.4 If the Buyer has a genuine grievance with any Goods provided by the Seller, the Buyer should notify the Seller in writing by email within three (3) days after Delivery of the Goods, The Seller will then consider the merits of the Buyer’s claim and at its sole discretion either:

a) repair, replace, or resupply the Goods;
b) provide a full refund, where the Goods are returned in exactly the same condition as when they were delivered;
c) provide a partial refund, as determined by the Seller depending on the condition of the Goods at the time of return, where the Goods are not returned in exactly the same condition as when they were delivered; or
d) decline to provide any remedy contained in this clause.

7.5 The Seller expressly disclaims, to the fullest extent permitted by law, all express, implied and statutory warranties. Where any statutory terms may not be excluded, liability in respect of them is limited to no greater than the cost of the replacement of the Goods subject to the statutory warranty.

7.6 The Seller is not liable for any indirect, incidental, or consequential damages, including loss of profits, even if advised of the possibility of such damages.

7.7 Nothing in these conditions excludes, restricts, or modifies the rights of the Buyer under the Australian Consumer Law or other applicable laws.

8. Returns

8.1 Goods may only be returned with prior written approval from the Seller and must be returned in their original condition within [14 days] of delivery.

8.2 A restocking fee of 20% of the invoiced amount may apply to returned Goods.

8.3 The restocking fee will be invoiced to the customer upon initiation of the return. The amount of this invoice will become an Overdue Amount if not paid within seven (7) days after the date of the invoice.

9. Termination

Termination by the Seller

9.1 The Seller may terminate any transaction arising out of the provision of its Goods or services to the Buyer immediately upon notice to the Buyer in any form at any time.

9.2 The Seller’s only liability to the Buyer upon termination by the Seller is limited to a refund of the amount of payments made in advance of Delivery of the Goods which the Seller has yet to deliver or provide, after deduction of any Debt owing to the Seller.

Termination by the Buyer

9.3 The Buyer may terminate any agreement arising out of the provision of the Goods within three (3) days from acceptance of Order by written notice to the Seller sent by post to [Unit 4/18 Prospect Place, Berrinba, Queensland] or email to the Seller at the following address: [invoices@premierce.com.au] or to any other address that the Seller may nominate in writing for that purpose.

9.4 Upon receipt of the Buyer’s written termination, the Seller will issue an invoice for any amounts payable in accordance with these Terms and Conditions that have not yet been paid, including a cancellation fee equal to 10% of the of the transaction value. The amount of this invoice will become an Overdue Amount if not paid within seven (7) days after the date of the invoice.

10. Intellectual Property Rights and Confidential Information

10.1 All intellectual property rights in the Goods and related materials (including designs, trademarks, and copyright) remain vested with the manufacturer.

10.2 The Buyer shall not reproduce, reverse-engineer, or use the Goods for any purpose other than as specified in these Terms and Conditions.

10.3 All documents, information systems and know how provided to or disclosed to the Buyer by the Seller must be treated as confidential by the Buyer and the Buyer warrants not to lend, copy, use, dispose of or sell such documents, information systems or know-how without the prior written consent of the Seller.

11. Privacy

11.1 Without limiting any other clause in these Terms and Conditions, the Seller will not, without the Buyer’s consent, use the Buyer’s Personal Information in a way that breaches the National Privacy Principles set out in the Privacy Act 1988 (Cth).

12. Force Majeure

12.1 The Seller is not liable for delays or failure to perform its obligations if such delay or failure arises from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, and government restrictions.

12.2 In the event of a force majeure situation, the Seller will notify the Buyer promptly and may extend the delivery timeline or, if necessary, cancel the order without penalty.

13. Governing Law

13.1 These terms and Conditions are governed by the laws of the State of Queensland, Australia.

13.2 The parties submit to the exclusive jurisdiction of the courts of the State of Queensland.

14. Entire Agreement

14.1 These conditions, together with any Quote, Purchase Order, and invoice, constitute the entire agreement between the Buyer and Seller, superseding all prior communications and representations.

14.2 Any amendment to these Terms and Conditions must be agreed in writing by both parties.

15. Severability

15.1 If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions will continue to apply in full force and effect.

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