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Terms Conditions Of Trade

  1. Interpretation
    1. Unless otherwise inconsistent with the context the word 'person' shall also mean corporation.
    2. 'Goods' shall include services.
    3. Words importing the singular number shall be deemed to include the plural and vice versa. Words importing the male gender shall be deemed to include the female and neuter gender and vice versa.
    4. The company/companies shall mean PRIMO MEATS PTY LTD -A.C.N. 002 727 166, and its subsidiaries.
    5. Every covenant, agreement or warranty expressed or implied in this agreement by which more persons than one covenant, agree or warrant shall bind such persons and every two or more of them jointly and each of them severally, unless otherwise, specifically provided and every covenant, agreement or warranty expressed or implied in this Agreement by which a person covenants, agrees or warrants in favour of more persons than one shall be enforceable by such persons and every two or more of them jointly and each of them severally unless otherwise specially provided.
  2. Delivery
    1. The company/companies reserve the right to deliver by instalments and if delivery is made by instalments the purchaser shall not be entitled to terminate or cancel the contract.
    2. Any quotation containing a provision to supply goods "ex stock" is subject to fulfilment or prior orders at the date of receipt of the purchaser's order.
  3. Payment
    1. Unless otherwise agreed in writing payment terms are as listed below.
    2. This term as to the payment shall be of the essence of the contract.
  4. Title
    1. Notwithstanding the delivery of the goods or part thereof the goods remain the sole and absolute property of the company/companies as full legal and equitable owner until such time as the purchaser shall have paid the company/companies the full purchase price together with any other money owing by him to the company/companies (Money Owing).
    2. The purchaser acknowledges that he receives possession of and holds goods delivered by the company/companies solely as Bailee for the company/companies until such time as the Money Owing in connection with such goods is paid to the company/companies .
    3. Until such time as the purchaser becomes the owner of the goods, he will
      1. store them on the premises separately
      2. ensure that the goods are kept in good and serviceable condition
      3. secure the goods from risk, damage and theft; and
      4. keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the purchaser.
      1. The company/companies authorises the purchaser to sell goods as its agent until the Money Owing in respect of such goods is paid in full. However, the purchaser shall not represent to any third parties that it is acting in any way for the company/companies. The company/ companies will not be bound by any contracts with third parties to which the purchaser is a party.
      2. Records shall be kept by the purchaser of any goods owned by the company/companies.
      3. The proceeds of any sale of the goods shall be paid into a separate account and held in trust for the company/companies. The purchaser shall account to the company/ companies by applying such proceeds towards payment of the Money Owing.
      4. The purchaser is entitled to a period of credit, but if prior to the expiration of the period to the period of credit the goods are sold and the proceeds of sale received the purchaser shall account forthwith to the company/companies for the price of the goods forthwith.
      5. Should the purchaser die, stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy laws or being a company calls a meeting for the purpose of or to go into liquidation or has a winding-up petition presented against it or has a receiver or administrator appointed, the company/companies may at its option notwithstanding its waiver of such default or failure and without prejudice to its other rights under this contract suspend or cancel this contract or require payment in cash before or on delivery or lender of goods or documents notwithstanding terms of payment previously specified or may repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale.
    4. In the event that the purchaser uses the goods/product in some manufacturing or construction process of its own or some third party, then the purchaser shall hold such part of the proceeds of such manufacturing or construction process as relates to the goods/ product in trust for the company/companies. Such part shall be deemed to equal in dollar terms the amount owing by the purchaser to the company/companies at the time of the receipt of such proceeds.
    5. If the purchaser does not pay for any goods on the due date then the company/ companies is hereby irrevocably authorised by the purchaser to enter the purchaser's premises (or any premises under the control of the purchaser or as agent of the at such premises) and use reasonable force to take possession of the goods without liability for the tort trespass, negligence or payment of any compensation to the purchaser whatsoever.
    6. On retaking possession of the goods the company/companies may elect to refund to the purchaser any part payment that may have been made and to credit the purchaser's account with the value of the goods less any charge for recovery of the goods, or to resell the goods.
  5. Claims
    1. The company/companies shall not be liable for any loss or damage whatsoever and howsoever arising whether direct indirect or consequential or in respect of any claim whenever and however made for any loss or damage deterioration deficiency or other fault or harm in the goods manufactured work executed or services provided by or on behalf of or in any arrangement with the company/companies or occasioned to the purchaser or any third or other party or to his or their property or interest and whether or not due to the negligence of the company/companies its servants or agents.
    2. The exemptions, limitations, terms and conditions in these terms and conditions shall apply whether or not the loss or damage is caused by negligence or actions constituting fundamental breach of contract.
  6. Returns
    1. For Primo Smallgoods and Primo product, sales are made on the basis of sale or return. Returns can only be authorised by a Primo representative.
  7. Personal Property Securities Act (2009) (PPSA)
    1. The purchaser consents to the company/companies effecting a registration on the PPSA register (in any manner the company/companies deems appropriate) in relation to any security interest in the goods and the proceeds of those goods arising under or in connection with or contemplated by these terms.
    2. In these terms the following words have the respective meanings given to them in the PPSA: accession, commingled, financing statement, financing change statement, perfected, proceeds, register, registration, security interest and verification statement.
    3. Notices or documents required or permitted to be given to the company/companies for the purposes of the PPSA must be given in accordance with the PPSA.
    4. The purchaser waives its right to receive notice of a verification statement in relation to any registration by the company/companies on the register and any other notice required under the PPSA.
    5. The purchaser agrees to promptly execute any documents, provide all relevant information (including date of birth and address), fully cooperate with the company/companies and do any other act or thing that the company/companies require(s) to ensure that any interest created under these terms is perfected and remains continuously perfected, has priority over any other security interests in the goods or otherwise and any defect in the security interest, including its registration, is overcome.
    6. The purchaser must not, without providing prior written notice to the company/ companies, change its name, address, contact details or any other details that would cause any details in a financing statement to be different if the security interest was re-registered.
    7. The purchaser must not, without the company’s prior consent, allow any of the goods to become an accession to, or commingled with, any property that is not subject to a security interest under these terms (provided that, subject to clause 4.5, the goods may be used in a manufacturing or construction process).
    8. The purchaser will not register a financing change statement in respect of the security interest without the company's prior written consent.
    9. The purchaser agrees that, until all Money Owing to the company/companies is paid in full, it shall not sell or grant any other security interest in the goods to a person other than the company/companies.
    10. The purchaser agrees that the company/companies may, at its/their absolute discretion, apply any amounts received from the purchaser toward Money Owing to the company/companies in such order as the company/companies may determine.
    11. If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising in connection with these terms, the purchaser agrees that the following provisions of the PPSA will not apply to the enforcement of these terms: section 95 (notice of removal of accession), to the extent that it requires the company/companies to give a notice to the purchaser; section 96 (when a person with an interest in the whole may retain an accession); section 117 (security interests in personal property and land); section 118 (enforcement in accordance with land law); section 120 (enforcement of liquid assets -general); section 121(4) (enforcement of liquid assets – notice to grantor); section 123 (right to seize collateral); section 125 (obligation to dispose of or retain collateral); section 126 (apparent possession of collateral); section 127 (seizure by higher priority parties); section 128 (disposing of collateral); section 129 (disposal by purchase); section 130 (notice of disposal), to the extent that it requires the company/companies to give a notice to the purchaser; section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal); section 134 (retention of collateral); section 135 (notice of retention); sections 136(3) – 136(5) (retaining collateral free of interests); section 142 (redemption of collateral); and, section 143 (reinstatement of security agreement).
    12. The company/companies agrees with the purchaser not to disclose information of the kind mentioned in section 275(1) of the PPSA except in circumstances required by section 275(7)(b)-(e).
    13. The purchaser agrees to reimburse, upon demand, the company/companies for all costs incurred by the company/companies in relation to registering or maintaining any security interest, releasing in whole or in part the company's security interest or any other document in respect of any security interest, and for the enforcement of any rights arising out of the company’s security interest.
  8. Privacy 8.1 In this clause “Personal Information” has the same meaning as given to that term in the Privacy Act 1988 (Cth).
    8.1 The purchaser must:
    1. ensure that, to the extent it collects any Personal Information, such Personal Information is collected, used, stored, disclosed and handled by the purchaser and its personnel in accordance with the Privacy Act 1988 (Cth), any other applicable law and the then current privacy policy of the company/companies;
    2. immediately notify the company/companies of:
      1. any complaint about the privacy of Personal Information received by the purchaser or its Personnel;
      2. any request for access to Personal Information received by the purchaser or its Personnel;
      3. any unauthorised access or disclosure or Personal Information, or other breach, or suspected breach, of the Privacy Act 1988 (Cth), and include details of the Personal Information affected; and
    3. comply with all directions of the company/companies in connection with any complaint or request referred to in clauses 8.1(b)(i) and 8.1(b)(ii) or any complaint or request received by the company/companies in connection with any Personal Information that is collected, used, stored, disclosed or handled by the purchaser or its personnel or any unauthorised access or disclosure or breach referred to in clause 8.1(b)(iii).