The Pyx Group

Terms & Conditions

The PYX Group Pty Ltd – Terms & Conditions of Trade

1. Definitions

1.1 “Seller” shall mean The PYX Group Pty Ltd and its successors and applies whether or not the Price has become payable under the Contract. trust for the Seller. assigns. The production of these terms and conditions by the Seller is sufficient (e) The Buyer shall not deal with the money of the Seller in any way

1.2 “Buyer” shall mean the Buyer or any person acting on behalf of and with evidence of the Seller’s rights to receive the insurance proceeds without which may be adverse to the Seller. the authority of the Buyer. the need for any person dealing with the Seller to make further enquiries. (f) The Buyer shall not charge the Goods in any way nor grant nor

1.3 “Guarantor” means that person (or persons), or entity who agrees herein 6.3 Where customer property is held by the Seller (for any reason otherwise give any interest in the Goods while they remain the to be liable for the debts of the Buyer on a principal debtor basis. whatsoever) the Seller undertakes to maintain a reasonable duty of care property of the Seller.

1.4 “Goods” shall mean Goods supplied by the Seller to the Buyer (and towards the property but risk (including, but not limited to, insurance risk (g) The Seller may require payment of the Price or the balance of the where the context so permits shall include any supply of Services as and from spoilage) in the property remains with the Buyer. Price due together with any other amounts due from the Buyer to hereinafter defined). 6.4 The Buyer shall indemnify the Seller in respects of all costs, losses or the Seller arising out of these terms and conditions, and the Seller

1.5 “Services” shall mean all services supplied by the Seller to the Buyer and damage suffered by the Seller arising out of the use or storage of may take any lawful steps to require payment of the amounts due includes any advice or recommendations (and where the context so customer property unless arising through the negligence of the Seller. and the Price. permits shall include any supply of Goods as defined above). (h) The Seller can issue proceedings to recover the Price of the Goods

“Price” shall mean the cost of the Goods as agreed between the Seller 7. Buyer’s Disclaimer sold notwithstanding that ownership of the Goods may not have
and the Buyer subject to clause 4 of this contract. 7.1 The Buyer hereby disclaims any right to rescind, or cancel the contract or passed to the Buyer. to sue for damages or to claim restitution arising out of any (i) Until such time that ownership in the Goods passes to the Buyer, if

Acceptance misrepresentation made to him by any servant or agent of the Seller and the Goods are so converted, the parties agree that the Seller will

2.1 Any instructions received by the Seller from the Buyer for the supply of the Buyer acknowledges that he buys the Goods relying solely upon his be the owner of the end products. Goods and/or the Buyer’s acceptance of Goods supplied by the Seller own skill and judgement. shall constitute acceptance of the terms and conditions contained herein. 14. Security And Charge 2.2 Where more than one Buyer has entered into this agreement, the Buyers 8. Defects / Returns 14.1 Despite anything to the contrary contained herein or any other rights shall be jointly and severally liable for all payments of the Price. 8.1 The Buyer shall inspect the Goods on delivery and shall within seven (7) which the Seller may have howsoever:

2.3 Upon acceptance of these terms and conditions by the Buyer the terms days of delivery notify the Seller of any alleged defect, shortage in (a) Where the Buyer and/or the Guarantor (if any) is the owner of land, and conditions are irrevocable and can only be rescinded in accordance quantity, damage or failure to comply with the description or quote. The realty or any other asset capable of being charged, both the Buyer with these terms and conditions or with the written consent of the Buyer shall afford the Seller an opportunity to inspect the Goods within a and/or the Guarantor agree to mortgage and/or charge all of their manager of the Seller. At all times the terms and conditions contained in reasonable time following delivery if the Buyer believes the Goods are joint and/or several interest in the said land, realty or any other this document shall prevail. defective in any way. If the Buyer shall fail to comply with these asset to the Seller or the Seller’s nominee to secure all amounts

2.4 Acceptance by the Buyer of the Seller’s written quote shall be deemed provisions, the Goods shall be conclusively presumed to be in and other monetary obligations payable under the terms and that the Seller has correctly interpreted the Buyers instructions whether accordance with the terms and conditions and free from any defect or conditions. The Buyer and/or the Guarantor acknowledge and written or oral. Where only verbal instructions have been received, the damage. agree that the Seller (or the Seller’s nominee) shall be entitled to Seller shall not be liable for any errors, omissions or misinterpretations of 8.2 For defective Goods, which the Seller has agreed in writing that the Buyer lodge where appropriate a caveat, which caveat shall be released those instructions. is entitled to reject, the Seller’s liability is limited to either (at the Seller’s once all payments and other monetary obligations payable

2.5 None of the Seller’s agents or representatives are authorised to make any discretion) replacing the Goods or repairing the Goods provided that the hereunder have been met. representations, statements, conditions or agreements not expressed by Buyer has complied with the provisions of clause 8.1 (b) Should the Seller elect to proceed in any manner in accordance the manager of the Seller in writing nor is the Seller bound by any such 8.3 Where proofs of work are sent to the Buyer for approval the Seller shall with this clause and/or its sub-clauses, the Buyer and/or Guarantor unauthorised statements. not be responsible for any errors not corrected by the Buyer in those shall indemnify the seller from and against all the Seller’s costs and

2.6 The Buyer undertakes to give the Seller not less than fourteen (14) days proofs. disbursements including legal costs on a solicitor and own client prior written notice of any proposed change in the Buyer’s name and/or 8.4 The Seller accepts no liability for any imperfect Goods caused by defects basis. any other change in the Buyer’s details (including but not limited to, in or unsuitability of customer property. (c) To give effect to the provisions of clause [14.1 (a) and (b)] inclusive changes in the Buyer’s address, facsimile number, or business practice). hereof the Buyer and/or the Guarantor (if any) do hereby

9. Unpaid Seller’s Rights To Dispose Of Goods irrevocably nominate constitute and appoint the Seller or the

3. Goods 9.1 In the event that: Seller’s nominee as the Buyer’s and/or Guarantor’s true and lawful

3.1 The Goods are as described on the invoices, quotation, work (a) the Seller retains or regains possession or control of the Goods attorney to execute mortgages and charges (whether registerable authorisation or any other work commencement forms as provided by the and/or customer property; and or not) including such other terms and conditions as the Seller Seller to the Buyer. (b) payment of the Price is due to the Seller; and and/or the Seller’s nominee shall think fit in his/her/its/their absolute

(c) the Seller has made demand in writing of the Buyer for payment of discretion against the joint and/or several interest of the Buyer

4. Price And Payment the Price in terms of this contract; and and/or the Guarantor in any land, realty or asset in favour of the

4.1 At the Seller’s sole discretion the Price shall be either; (d) the Seller has not received the Price of the Goods, Seller and in the Buyer’s and/or Guarantor’s name as may be

(a): as indicated on invoices provided by the Seller to the Buyer in then, whether the property in the Goods has passed to the Buyer or has necessary to secure the said Buyer’s and/or Guarantor’s respect of Goods supplied; or remained with the Seller, the Seller may dispose of the Goods and/or obligations and indebtedness to the Seller and further to do and
(b): the Seller’s current Price, at the date of delivery of the Goods, customer property and may claim from the Buyer the loss to the Seller on perform all necessary and other acts including instituting any according to the Seller’s current Price list; or such disposal. In the case of customer property, disposal shall not occur necessary legal proceedings, and further to execute all or any
(c): the Seller’s quoted Price (subject to clause 4.2) which shall be unless said property has been in the possession of the Seller for more documents in the Seller’s absolute discretion which may be binding upon the Seller provided that the Buyer shall accept in than twelve (12) months. necessary or advantageous to give effect to the provisions of this writing the Seller’s quotation within thirty (30) days, quotation is clause. then subject to confirmation by the Seller 10. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts 4.2 All quotations are based on the production costs current at the time of 10.1 Nothing in this agreement is intended to have the effect of contracting out 15. Cancellation quotation. If at any time after the date of the quotation production costs of any applicable provisions of the Commonwealth Trade Practices Act 15.1 The Seller may cancel these terms and conditions or cancel delivery of increase the Seller may alter the price quoted accordingly. 1974 or the Fair Trading Acts in each of the States and Territories of Goods at any time before the Goods are delivered by giving written

4.3 Any variation from the plan of scheduled works or specifications will be Australia, except to the extent permitted by those Acts where applicable. notice. The Seller shall not be liable for any loss or damage whatever charged for on the basis of the Seller’s quotation and will be shown as arising from such cancellation. variations on the invoice. Payment for all variations must be made in full 11. Intellectual Property 15.2 At the Sellers sole discretion the Buyer may cancel delivery of Goods. In at their time of completion. Variations may occur (but are not limited to) if; 11.1 Where the Seller has designed or drawn Goods for the Buyer, then the the event that the Buyer cancels delivery of Goods the Buyer shall be

(i): artwork files are not supplied at the time of quotation copyright in those designs and drawings shall remain vested in the Seller, liable for any costs incurred by the Seller up to the time of cancellation.
(ii): changes or corrections to any artwork, documents or other and shall only be used by the Buyer at the Seller’s discretion. customer property supplied by the Buyer for the purposes of the 11.2 The Buyer warrants that all designs or instructions to the Seller will not 16. Privacy Act 1988 order are required in order to produce the Goods properly. cause the Seller to infringe any patent, registered design or trademark in 16.1 The Buyer and/or the Guarantor/s agree for the Seller to obtain from a

4.4 At the Seller’s sole discretion a deposit may be required. The deposit the execution of the Buyer’s order. credit-reporting agency a credit report containing personal credit amount or percentage of the Price will be stipulated at the time of the information about the Buyer and Guarantor/s in relation to credit provided order of the Goods and shall become immediately due and payable. 12. Default & Consequences Of Default by the Seller.

4.5 The Seller may charge costs for handling or storage of customer property. 12.1 Interest on overdue invoices shall accrue from the date when payment 16.2 The Buyer and/or the Guarantor/s agree that the Seller may exchange

4.6 Time for payment for the Goods shall be of the essence and will be stated becomes due daily until the date of payment at a rate of 2.5% information about Buyer and Guarantor/s with those credit providers on the invoice, quotation or any other order forms. If no time is stated compounding per calendar month and shall accrue at such a rate after as named in the Application for Credit account or named in a consumer then payment shall be on delivery of the Goods. well as before any judgement. credit report issued by a reporting agency for the following purposes:

4.7 The Seller may withhold delivery of the Goods until the Buyer has paid for 12.2 If the Buyer defaults in payment of any invoice when due, the Buyer shall (a) To assess an application by Buyer; them, in which event payment shall be made before the delivery date. indemnify the Seller from and against all the Seller’s costs and (b) To notify other credit providers of a default by the Buyer;

4.8 At the Seller’s sole discretion, for certain approved Buyers payment will disbursements including on a solicitor and own client basis and in addition (c) To exchange information with other credit providers as to the status be due either seven (7) days following the date of the invoice, or any all of the Seller’s nominees costs of collection. of this credit account, where the Buyer is in default with other credit other period as advised in writing by the Seller to the Buyer. 12.3 Without prejudice to any other remedies the Seller may have, if at any providers; and

4.9 Payment will be made by cash on delivery, or by cheque, or by bank time the Buyer is in breach of any obligation (including those relating to (d) To assess the credit worthiness of Buyer and/or Guarantor/s. cheque, or by credit card (a surcharge of 1% may be applicable), or by payment), the Seller may suspend or terminate the supply of Goods to 16.3 The Buyer consents to the Seller being given a consumer credit report to direct credit, or by any other method as agreed to between the Buyer and the Buyer and any of its other obligations under the terms and conditions. collect overdue payment on commercial credit (Section 18K(1)(h) Privacy the Seller. The Seller will not be liable to the Buyer for any loss or damage the Buyer Act 1988).

The Price shall be increased by the amount of any GST and other taxes suffers because the Seller exercised its rights under this clause. 16.4 The Buyer agrees that Personal Data provided may be used and retained and duties which may be applicable, except to the extent that such taxes 12.4 If any account remains unpaid at the end of the second month after by the Seller for the following purposes and for other purposes as shall be are expressly included in any quotation given by the Seller. supply of the Goods or Services an immediate amount of the greater of agreed between the Buyer and Seller or required by law from time to
$20.00 or 10.00% of the amount overdue shall be levied for time:

Delivery Of Goods / Services administration fees which sum shall become immediately due and (a) provision of Services & Goods;

5.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer payable. (b) marketing of Services and/or Goods by the Seller, its agents or shall make all arrangements necessary to take delivery of the Goods 12.5 In the event that: distributors in relation to the Services and Goods; whenever they are tendered for delivery, or delivery of the Goods shall be (a) any money payable to the Seller becomes overdue, or in the (c) analysing, verifying and/or checking the Buyer’s credit, payment made to the Buyer at the Seller’s address. Where the Buyer is unable or Seller’s opinion the Buyer will be unable to meet its payments as and/or status in relation to provision of Services/Goods; unwilling to take delivery of the Goods, or where the Seller is unable to they fall due; or (d) processing of any payment instructions, direct debit facilities and/or deliver for any reason that is beyond the Seller’s reasonable control, then (b) the Buyer becomes insolvent, convenes a meeting with its credit facilities requested by Buyer; and the Seller may arrange for storage of the Goods at the risk and cost of the creditors or proposes or enters into an arrangement with creditors, (e) enabling the daily operation of Buyer’s account and/or the Buyer. Any such costs shall be deemed a variation of price. or makes an assignment for the benefit of its creditors; or collection of amounts outstanding in the Buyer’s account in relation

5.2 Delivery of the Goods to a carrier, either named by the Buyer or failing (c) a receiver, manager, liquidator (provisional or otherwise) or similar to the Services and Goods. such naming to a carrier at the discretion of the Seller for the purpose of person is appointed in respect of the Buyer or any asset of the 16.5 The Seller may give information about the Buyer to a credit reporting transmission to the Buyer, is deemed to be a delivery of the Goods to the Buyer, agency for the following purposes: Buyer. then without prejudice to the Seller’s other remedies at law: (a) to obtain a consumer credit report about the Buyer; and/or

5.3 The costs of carriage and any insurance which the Buyer reasonably (i) the Seller shall be entitled to cancel all or any part of any order of (b) allow the credit reporting agency to create or maintain a credit directs the Seller to incur shall be reimbursed by the Buyer (without any the Buyer which remains unperformed in addition to and without information file containing information about the Buyer. set-off or other withholding whatever) and shall be due on the date for prejudice to any other remedies; and payment of the Price. The carrier shall be deemed to be the Buyer’s (ii) all amounts owing to the Seller shall, whether or not due for 17. General agent. payment, immediately become payable in addition to the interest 17.1 If any provision of these terms and conditions shall be invalid, void, illegal

5.4 Where there is no agreement that the Seller shall send the Goods to the payable under clause 12.1 hereof. or unenforceable the validity, existence, legality and enforceability of the Buyer, delivery to a carrier at limited carrier’s risk at the expense of the remaining provisions shall not be affected, prejudiced or impaired. Buyer is deemed to be delivery to the Buyer. 13. Title 17.2 All Goods supplied by the Seller are subject to the laws of Queensland

5.5 The Seller may deliver the Goods by separate instalments (in accordance 13.1 It is the intention of the seller and agreed by the Buyer that property in the and the Seller takes no responsibility for changes in the law which affect with the agreed delivery schedule). Each separate instalment shall be Goods shall not pass until: the Goods supplied. invoiced and paid for in accordance with the provisions in this contract of (a) The Buyer has paid all amounts owing for the particular Goods, 17.3 The Seller shall be under no liability whatever to the Buyer for any indirect sale. and loss and/or expense (including loss of profit) suffered by the Buyer arising

5.6 If the Seller agrees to expedite delivery of the Goods to the Buyer, the (b) The Buyer has met all other obligations due by the Buyer to the out of a breach by the Seller of these terms and conditions. Seller will make all reasonable effort to avoid defects but shall not be Seller in respect of all contracts between the Seller and the Buyer, 17.4 The Seller shall in no event be liable for any damage whether direct, liable for any defects that arise. The Seller may recover from the Buyer and that where practicable the Goods shall be kept separate until indirect, special or consequential arising in any way out of the inadequacy any additional costs incurred. the Seller shall have received payment and all other obligations of of, or otherwise relating to the Work performed by the Seller for the

5.7 Delivery of the Goods to a third party nominated by the Buyer is deemed the Buyer are met. Buyer. to be delivery to the Buyer for the purposes of this agreement. 13.2 Receipt by the Seller of any form of payment other than cash shall not be 17.5 To the extent that non-excludable conditions or warranties are implied

5.8 The Buyer shall take delivery of the Goods tendered notwithstanding that deemed to be payment until that form of payment has been honoured, into this agreement, the Seller’s liability for any breach shall be limited to: the quantity so delivered shall be either greater or less than the quantity cleared or recognised and until then the Seller’s ownership of rights in (a) in the case of Goods, the lowest of the cost of replacing the Goods, purchased provided that; respect of the Goods shall continue. acquiring equivalent Goods or having the Goods repaired; and

(a): such discrepancy in quantity shall not exceed 10%, and 13.3 It is further agreed that: (b) in the case of Services, the cost of having the Services supplied
(b): the Price shall be adjusted pro rata to the discrepancy. (a) Until such time as ownership of the Goods shall pass from the again.

5.9 The failure of the Seller to deliver shall not entitle either party to treat this Seller to the Buyer the Seller may give notice in writing to the Buyer 17.6 The Buyer shall not set off against the Price amounts due from the Seller. contract as repudiated. to return the Goods or any of them to the Seller. Upon such notice 17.7 The Seller may license or sub-contract all or any part of its rights and

The Seller shall not be liable for any loss or damage whatever due to the rights of the Buyer to obtain ownership or any other interest in obligations. In such a case the contract will incorporate and be subject to failure by the Seller to deliver the Goods (or any of them) promptly or at the Goods shall cease. the sub-contractor’s conditions of supply of which the Buyer shall be all. (b) The Seller shall have the right of stopping the Goods in transit made aware.
whether or not delivery has been made; and 17.8 The Seller reserves the right to review these terms and conditions at any

Risk (c) If the Buyer fails to return the Goods to the Seller then the Seller or time and from time to time. If, following any such review, there is to be

6.1 If the Seller retains property in the Goods nonetheless, all risk for the the Seller’s agent may enter upon and into land and premises any change in such terms and conditions, that change will take effect Goods passes to the Buyer on delivery. owned, occupied or used by the Buyer, or any premises as the from the date on which the seller notifies the Buyer of such change.

6.2 If any of the Goods are damaged or destroyed prior to property in them invitee of the Buyer, where the Goods are situated and take 17.9 Neither party shall be liable for any default due to any act of God, war, passing to the Buyer, the Seller is entitled, without prejudice to any of its possession of the Goods. terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other rights or remedies under these Terms and Conditions of Trade (d) The Buyer is only a bailee of the Goods and until such time as the other event beyond the reasonable control of either party. (including the right to receive payment of the balance of the Price for the Seller has received payment in full for the Goods then the Buyer