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Trading Terms
pdf Terms and Conditions of Sale
  Adobe Acrobat (939.3KB)
pdf Application for Trading Account
  Adobe Acrobat (49.5KB)
Terms and Conditions
Effective as at 1st March 2009

  • Terms and Conditions of Sale & Supply
    The Terms and Conditions of Sale & Supply outlined below represent the only Terms and Conditions authorised and accepted by Pryda, and shall apply to form part of any contract arising from acceptance in writing by Pryda of any order placed by Customer.
  • Definitions
    'Pryda' means Pryda Australia – a Division of ITW Australia Pty Ltd (ABN 63 004 235 063).
    'Customer' means any person to whom Pryda has agreed to supply goods.
    'Goods' means the goods, including services, which Pryda has agreed to supply to the Customer.
    'Services' means any services requested by the Customer, including technical advice and use of software..
    'FIS' means free into store deliveries to sites within the Metropolitan area or Metropolitan nominated carrier to areas outside Metropolitan.
    'Site' means owned/leased property of the Customer. For customers with multiple sites, sites must be greater than 1 kilometre apart.
  • Offer and Acceptance
    Any quotation made by Pryda is not an offer to sell or to provide services and no order given in pursuance of any quotation shall bind Pryda until accepted by it in writing. All orders are subject to acceptance by Pryda within 30 days of receipt by it of the Customer's order and these terms and conditions shall be deemed to be incorporated in any agreement between Pryda and the Customer. Any terms and conditions contained in any order, offer acceptance or other document of the Customer and all representations, statements, terms, conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.
  • Price/Payments
    Unless otherwise expressly agreed by Pryda in writing beforehand all goods will be charged for at, and the Customer will pay, Pryda's prices ruling for such goods at the date or dates of order.
    The Customer shall make payment to Pryda within thirty (30) day after the end of the month in which the goods are delivered, unless expressly agreed otherwise.
    Prices are subject to change without notice.
    A $50 surcharge will apply to orders under $250 at the discretion of Pryda. Surcharge or order value can be changed without notice.
    Pryda reserves the right at its sole discretion to alter at any time its payment terms with the Customer.
    Pryda reserves the right to offset any amounts receivable from the Customer against any amounts payable to that Customer or any company affiliated with the Customer or any Related Body Corporate of the Customer. This right exists irrespective of the date the liability has been created or debt incurred with Pryda.
  • Delivery
    • Pryda will make all reasonable efforts to deliver the goods to the Customer on the agreed date(s), but shall be under no obligation or liability to the Customer for any delays in or failing to comply with delivery dates if such delay or non-compliance is due to causes or events referred to in Clauses K and N.
    • Delivery shall be effected upon:
      • physical delivery of the goods to the address requested by the Customer, or
      • pick up by Customer, or
      • physical delivery to the Customer's nominated carrier.
      Notation by Pryda's carrier on the delivery docket shall be conclusive evidence of delivery. The Customer shall be responsible for any loss or damage occurring during unloading of the Goods at the Customer's premises.
    • If the Customer refuses to accept delivery of the goods then the risk in the goods shall, unless otherwise determined by Pryda, passes to the Customer from the time of such refusal. In such an event, Pryda shall be entitled to payments for the goods as if they were delivered and in addition to any of its rights and remedies (including its right to sell the goods), Pryda may arrange to store the goods at the Customer's expense.
    • Pryda shall not be liable for any losses however caused arising directly or indirectly or consequentially from Pryda's performance of this contract.
    • Pryda's liability for faulty workmanship or defective goods is limited to the goods.
    • Deliveries are subject to availability of stock and Pryda will not be liable for any loss due to product unavailability.
    • Pryda will provide the customer two (2) free into store (FIS) deliveries per site per month. Additional deliveries within the month will be charged at $50 per delivery.
  • Property and Risk
    • Legal and equitable title in all goods supplied by Pryda to the Customer shall remain vested in Pryda until Pryda has received payment for all monies outstanding due to Pryda for goods supplied although the Customer shall have the right to sell such goods in the ordinary course of trade provided that the Customer shall account to Pryda for all payments including payments by third parties in accordance with the Customer's fiduciary relationship.
    • Goods supplied by Pryda to the Customer in which title remains vested in Pryda shall be held by the Customer as fiduciary bailee of Pryda and shall be stored so that the same are identifiable as Pryda's property and are not commingled with the other property of the Customer or a third party.
    • Pryda shall have the right to repossess at any time goods in which title remains vested in Pryda, and to enter the premises of the Customer for such purpose without liability and without prejudice to the pursuit of any other legal remedy available to Pryda.
    • The risk of loss or damage to the Goods shall pass to the Customer on delivery to or collection by the Customer of the Goods, as referred to in Clause E(b).
  • Description and Specification
    • Whilst every effort is made to ensure their accuracy, the descriptions, illustrations and materials contained in any catalogues, price lists, brochures, leaflets or other descriptive matter provided by or on behalf of Pryda represents the general nature of the item described therein and shall not form any part of any order or agreement or amount to any representation or warranty.
    • The Customer warrants that any of the goods manufactured, constructed or supplied by Pryda which are based in whole or in part upon designs, drawings or specifications supplied to Pryda by or on behalf of the Customer shall not infringe any letters, patents or registered designs or any other intellectual property rights of any third party. The Customer shall indemnify and keep indemnified Pryda, its servants and agents against any action, loss, cost, claim, damage or liability of any nature that may be brought against or suffered by Pryda, its servants or agents for any breach of this warranty.
    • Pryda does not warrant or guarantee and it shall not be a term of any agreement between Pryda and the Customer that any goods manufactured, constructed or supplied by Pryda which are based in whole or in part upon any designs or drawings or specifications supplied to Pryda by or on behalf of the Customer will achieve any standard or performance or any capacity whatsoever.
  • Cancellation
    Subject to Section 75A of the Trade Practices Act 1974 and without limiting the entitlement of a consumer to rescind a contract as provided in that Section, any order may only be cancelled, varied or suspended with the consent of Pryda and in the event of such cancellation, variation or suspension, the Customer undertakes to reimburse and indemnify Pryda for any costs, expenses or charges incurred by Pryda in preparation for and in the execution of an order which, without limiting the generality thereof, shall include an amount equal to 50 per centum of the net profits to Pryda of the order had the order not been cancelled, varied or suspended.
  • Warranty
    • Where any applicable legislation implies any term, condition or warranty into the relationship between Pryda and the Customer or into a contract of sale between Pryda and the Customer in relation to the sale or supply of goods or services, or otherwise gives the Customer a particular remedy against Pryda, and the legislation or any legislation avoids or prohibits provisions excluding or modifying the application of, or exercise of, or liability under such term, condition, warranty or remedy, then that term, condition, warranty or remedy shall be deemed to be included in these Terms and Conditions, or, as the case may be, apply to the relationship. However, Pryda's liability for any breach of such term, condition or warranty or under such remedy shall be limited, at Pryda's option, in any one or more of the ways permitted by the legislation including, where so permitted:
      • If the breach relates to any goods to:
        • the replacement of those goods or the supply of equivalent goods;
        • the repair of those goods;
        • the payment of the cost of replacing those goods or acquiring equivalent goods;
        • the payment of the cost of having those goods repaired; and
        • if the breach relates to any Services to:
          • the supplying of those services again; or
          • the payment of the cost of having those services supplied again.
    • Except as expressly provided in Paragraph (1)(a) above, all terms, conditions, warranties, undertakings, inducements and representations, whether express or implied, statutory or otherwise, relating in any way to any goods or services supplied by Pryda are excluded. Without limiting the generality of the preceding sentence, Pryda will not be under any other liability in respect of any loss or damage (including consequential loss or damage) however caused (whether by negligence of Pryda or any person or otherwise) which may be suffered or incurred or which may arise directly or indirectly in respect of any goods or services supplied by Pryda.
  • Claims and Returns
    • Examination of the goods shall be made by or on behalf of the Customer, and unless within seven days of delivery of the goods, the Customer gives written notice that the goods are not in accordance with the Customer's order(s), the goods shall be deemed to be in all respect in accordance with the order(s) and the contract, and the Customer shall be bound to accept and pay for the same accordingly.
      If the goods are made to suit specifications provided by the Customer, an error in the specifications will not entitle the Customer to reject the goods and the Customer shall be liable for the full price of the goods and any costs involved in altering the goods.
    • Claims by the Customer for credit, other than claims in respect of return of goods, will not be valid unless made in writing prior to the end of the payment period referred to in Clause D – Claims by Customer for credit in respect of good which are defective or have not been supplied in accordance with these Terms and Conditions of Sale must first have prior written approval of Pryda's authorised representative and will not be valid unless made within seven days of delivery of the goods and the goods the subject of such claim(s) subsequently being returned to Pryda with a signed Return of Goods Authority on carrier(s) and to warehouse(s) nominated by Pryda.
    • Pryda is under no obligation to accept claims for goods returned which have been used, damaged or altered in any way. All goods must be returned in their original packaging.
    • Goods returned will be subject to a 25% rehandling charge.
      Goods are to be returned at the Customer's expense or costs of collection will be deducted from the amount to be credited.
  • Excusable Delays
    • Pryda shall not be liable for any failure to comply with these Terms and Conditions when such failure is caused by or arises out of any of the following:
      • Fire, storm, tempest, earthquake, inevitable accident or other Act of God.
      • Any act of public enemy.
      • Any act of the government of the Commonwealth of Australia or any State or Territory thereof or any instrumentality created thereby, which has the necessary power to prevent or delay the due performance of any or all of the requirements and/or terms and conditions of any order placed by the Customer.
      • Any act of any person engaged in subversive activity or sabotage.
      • Epidemics or quarantine restrictions.
      • Strikes, slow-downs, lockouts or labour stoppages or disputes of any kind or freight embargoes.
      • Any shortfall, delay or failure to supply by any of Pryda's suppliers.
      • Any other cause or event whatsoever which is beyond the control and without the fault or negligence of Pryda.
    • In the event of a failure by Pryda to perform or carry out any or all of the Terms and Conditions hereof arising from any of the causes or events set forth in sub-paragraphs (a) of this paragraph, the Customer shall be entitled to obtain the goods contracted for supply elsewhere for the duration of such failures and to reduce pro rata, and without any obligation to Pryda, the quantity or amounts of the goods contracted for supply with the Customer.
  • Termination
    • Without prejudice to any of its other rights, Pryda may at its option without liability or notice require payment in cash before delivery notwithstanding the terms of payment specified herein or agreed or may terminate an order or suspend further deliveries:
      • if the Customer shall commit any breach of this or any other contract with Pryda including failure to make any payments on the due dates;
      • if being an individual, the Customer shall die or have a receiver appointed over his assets;
      • if being a company, the Customer is or becomes an externally administered body corporate (within the meaning of the Corporations Law) or a controller (within the meaning of the Corporations Law) enters into possession or takes control of all or any of the Customer's assets or undertaking or if the Customer is or becomes insolvent (within the means of the Corporations Law) or ceases or threatens to cease carrying on business;
      • if the Customer compounds with or negotiates for any composition with its creditors or permits any judgment against it to remain unsatisfied for seven days;
      • if any distress execution or other legal process shall be levied upon the Customer.
    • Upon termination or suspension of deliveries Pryda may recover and resell the goods and the Customer hereby grants to Pryda a licence for access to the Customer's premises for the purposes of such recovery and to examine the goods.
  • Taxes
    The Customer must in addition to the price, pay any value added, consumption turnover of similar tax, impost or duty on the goods introduced by the Commonwealth and/or State or Territory government to the intent that the prices for the goods are paid to Pryda as net amounts clear of such tax.
  • Insolvency & Default
    If,
    • the Customer makes default in any payment due hereunder;
    • a resolution is passed or proposed or a petition is presented or an application filed for the winding up of the Customer;
    • a receiver or receiver and a manager is appointed of the property or any part of the property of the Customer;
    • the Customer makes or proposes to make any arrangement with its Creditors
    • the Customer is placed under official management; or
    • execution is levied upon the assets of the Customer for an amount in excess of $1,000.00 and it not within seven days satisfied,
    then, and in any such event, Pryda may at its option withhold further deliveries or cancel the contract without prejudice to its rights hereunder PROVIDED HOWEVER that Pryda may at any time and from time to time upon such terms as it may determine waive any of its rights under this clause, but without prejudice to its rights thereafter to rely upon the happening thereafter of any of the events hereinbefore referred to or upon the continuation after any such waiver of any state of affairs the subject of such waiver.
  • Waiver
    Failure by Pryda to insist upon strict performance of any term or condition hereof shall not be deemed a waiver thereof or of any rights which Pryda may have and shall not, and or shall any express waiver be deemed to be a waiver of any subsequent breach of any term or condition.
  • Governing Law
    All contracts shall be governed by and construed in accordance with the laws in force in Victoria, Australia.
  • Declaration
    • I/We the undersigned declare that the information provided by me/us in support of this application is true and correct in every particular.
    • I/We agree to be bound solely by your Terms and Conditions as detailed above and I/we further agree that any terms or conditions of purchase that may be incorporated in any order, acceptance of quotation or any other document delivered by me/us shall, unless those Terms and Conditions are agreed to in writing by your duly authorised representative, have no legal effect.
    • I/We agree that any legal costs incurred by you on a solicitor and own client basis in the recovery of any monies due by me/us shall be recoverable in full from me/us.
    • I certify that I am authorised to sign this application on behalf of the applicant.
    • I acknowledge that these terms and conditions are also available via the website 'Pryda.com.au' and can change without notice.
 
 
 
© Pryda Australia 2004