PRIME MANUFACTURING PTY LTD 
STANDARD TERMS AND CONDITIONS OF SALE

1. Definitions

Buyer – the person or entity who acquires Products from Seller
Seller – Prime Manufacturing Pty Ltd (ABN 32 143 715 342)
Products– the products agreed to be supplied by Seller to Buyer

2. Quotation and Price

Any quotation issued by Seller is not an offer to sell and may be withdrawn or altered without notice. If the quotation is not withdrawn, it is valid for the period stated. If no period is stated, it is valid for 10 working days from the date the quotation was given.

3. Sales Contract

1. Sales contracts may be made in writing or orally. All contracts must be promptly confirmed in writing. All contracts should be confirmed and signed by Buyer and promptly returned to Seller within 5 working days from the issue date of the contract to ensure product availability.
2. Contract cannot be cancelled or altered without written authorisation from Seller.
3. All contracts with customised products or back orders require a non-refundable pre-payment as stated in individual sales contract.

4. Delivery

Seller will make reasonable endeavours to ensure Products are available by the agreed delivery date. However Seller has no liability for any delay as any delivery time we give you is only an estimate. We are not liable for any loss or damage you suffer or incur as a result of late or early delivery.

5. Title

1. Seller retains the title and ownership of Products until full payment is made to Seller.
2. Where Products are not fully paid for when due, Seller may retake possession of Products and may enter any premises controlled by Buyer to do so. Any associated cost (e.g. transportation costs) incurred will be borne by Seller.

6. Terms of Payment

1. Seller’s terms of payment are net cash before despatch unless Buyer possesses a current credit account with Seller.
2. Sales contracts with customised products or back orders must be pre-paid within the agreed time period. The remainder payment must be paid before product despatch unless otherwise agreed by Buyer and Seller.
3. Credit account can be arranged according to Seller’s credit approval procedures. Buyer must submit a credit account application for Seller’s approval. Seller reserves the right to change the credit terms or cancel Buyer’s credit account at anytime.
4. Where an invoice remains unpaid (applicable for Buyer with current credit account) after its due date for payment or when the outstanding balance exceeds the given credit limit, Seller may at its discretion do one or more of the following:
1. Withhold further deliveries until all unpaid amounts have been paid;
2. Terminates all outstanding orders;
3. Enforce any other right it may have.   

7. After Sales Services

1. All requests for product return must be made in writing. No Products may be returned without prior authorisation from Seller.
1. Customised or back ordered products cannot be returned for credit or refund. This includes but is not limited to: special drilled or vented buckets, special or fabricated steel buckets, elevator belts, cut to size products, or non-regular stocked products.
2. Regularly stocked Products should be returned within 5 working days from the date Buyer receives Products, provided that Products are not damaged and are in its original working condition.
3. All authorised returns must be delivered to Seller freight prepaid and are subject to a restocking fee of 10% of the Products value, plus any freight and associate transportation cost originally paid by Seller.

8. Warranty

1. Seller warrants its Products to be free from defects in material and workmanship at the time of delivery. Warranty does not apply to goods improperly installed, damaged in transit, misused, improperly maintained, or goods repaired or modified without prior written approval from Seller. All warranties shall extend for on one year from delivery.
2. All other warranties and representations, express or implied including warranties of merchantability or fitness for a particular purpose, are hereby expressly excluded.

9. Insurance

Insurance cover is the responsibility of Buyer, and the Products will be at the Buyer’s risk from the point of delivery (i.e. from Seller’s site). Seller will not be responsible for any loss or damaged occurring after the point of delivery and will only arrange insurance upon written instruction from Buyer and at Buyer’s expense.

10. Risk

Buyer must inspect the Products immediately prior to signing the delivery docket. If the quantity of Product delivered is less than the amount ordered, Buyer must notify Seller in writing within 10 working days from the date Buyer receives the Products, otherwise Seller will take it that the correct quantity of goods has been delivered, and Buyer must accept the goods.

11. Force Majeure

If Seller is unable to carry out one or more of its obligations under these conditions wholly or in part by reason of labour dispute or shortage, raw material shortage, equipment breakdown, or lack of capacity, or any act or cause beyond its reasonable control, then it can suspend its obligations while that event continues. In such circumstances Seller is not liable for any loss or damage suffered by the failure to supply or by the delay in supplying product.

12. Indemnity

Buyer indemnifies and holds Seller harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by Buyer and from against all actions, proceedings, claims, or demands made against Seller, arising in either case as a result of:

1.   Buyer’s failure to comply with any laws, rules, standards, or regulations applicable to the Products or use of the Products.
2.   Any use of the Products contrary to any instructions or warnings given by the manufacturer of the Products.
3.   Any other negligence or any breach of duty by Buyer; or any compliance or adherence by Seller with any instruction by Buyer in relation to the Products.

13. Drawings and Specifications

All drawings, specifications, descriptions and other documents attached to any quotation are for tendering purposes only and will not form the basis of nor be part of any contract between Buyer and Seller. Seller will provide if it has agreed in writing to do so, copies of available drawings, specifications and manuals. The detailed contained therein will be submitted in good faith as being correct but any errors, omissions or defects therein will not be grounds for cancellation of the contract nor entitle by Buyer to make any claim against Seller.

14. Variation

We are entitled to vary these terms and conditions at any time without notice.

15. Arbitration

If at any time any question, dispute or difference whatsoever shall arise between Buyer and Seller upon, in relation to, or in connection with a sale of Products such question, dispute or difference may be referred to arbitration in Australia by a person to be mutually agreed upon. The submission will be deemed to be a submission to arbitration within the meaning of the Commercial Arbitration Act 1984 (VIC).

16. General

1.   If any term or condition is void, unenforceable or illegal in whole or in part, it is to be deleted to the extent needed for it not to be void, unenforceable or illegal, but the remaining terms and conditions are to remain in full force and effect.
2.   These terms and conditions are governed by the law in force in Victoria Australia.