Terms & Conditions of Purchase

DEFINITIONS
In this Agreement:
‍Agreed Shipment Time Frame means within 7 days from the Shipment Date, being the agreed time frame for shipment of the Products.
‍Agreement means this standard terms and conditions of purchase and incorporates any terms in the Purchase Order issued by Paramount Safety.
‍Order means an offer by Paramount Safety and the direction of the Paramount Safety to the Supplier to purchase a specific quantity of the Products for the Price.
‍Paramount Safety means W.R.B. Nominees Pty Ltd (ABN 68 008 801 072) trading as Paramount Safety Products or Paramount Safety Products (NZ) Pty trading as Paramount Safety Products (NZBN 9429047707351).
‍Party means Paramount Safety or the Supplier and Parties mean both Paramount Safety and the Supplier.
‍Purchase Order means the document issued by Paramount Safety which sets out the details of an Order.
‍Quote means any indication of pricing for any Products provided to Paramount Safety by any authorised representative of the Supplier.
‍Products means the products supplied (or to be supplied, as the case may be) by the Supplier to Paramount Safety in response to an Order.
‍Price means the price of the Products as set out in the relevant Purchase Order based on the relevant Quote.
‍Shipment Date means the proposed date on which the Products will be shipped by the Supplier to the designated location and recipient as set out in the relevant Purchase Order.
‍Supplier means the supplier to whom an Order was made and a Purchase Order was issued.
‍Warranty Against Defects means the warranty as defined in clause 6.

‍1. AGREEMENT
1.1.  In consideration of Paramount Safety’s promise pay the Supplier the Price, the Supplier agrees to supply the Products.
1.2.  The Parties agree that the terms of this Agreement shall supersede any other agreement between the Parties in respect of the Products and that in any event, this Agreement shall govern the purchase of the Products from the Supplier by Paramount Safety.

2. OFFER AND ACCEPTANCE
‍2.1. The Supplier may accept the Order in writing, by its actions or by conduct, including but not limited to the supplier’s indication or actions to supply the Products. If the Supplier indicates to Paramount Safety that the Supplier will supply the Products, the Supplier shall be deemed to accept the Purchase Order and the terms of this Agreement.
‍
‍3. SHIPMENT OF THE PRODUCTS
‍3.1.  The Supplier shall obtain Paramount Safety’s approval on the Shipment Date in writing within 7 days after receipt of a Purchase Order.
3.2.  Once the Shipment Date has been approved by Paramount Safety pursuant to clause 3.1, the Supplier shall not:3.2.1. change the Shipment Date; or
3.2.2. ship the Products to Paramount Safety earlier than theShipment Date, without Paramount Safety’s prior approval inwriting.
3.3.  For the avoidance of doubt, Paramount Safety is not obliged to accept(or pay for) the Products if the Products are shipped to Paramount Safetyearlier than the Shipment Date without its prior approval in writing.
3.4.  Subject to the terms in this clause 4, the Supplier must ship the Products to the delivery address designated by Paramount Safety within the Agreed Shipment Time Frame. Any delay in the Shipment Date will not be accepted unless otherwise agreed to in writing by Paramount Safety.
3.5.  If Paramount Safety has reasonable cause to believe that the Products have not been shipped on the Shipment Date or within the Agreed Shipment Time Frame, Paramount Safety shall have the rights, at its sole discretion, to withhold payment of any amount payable to the Supplierrelating to the relevant Order, or to terminate the relevant Order.

4. PRICE
4.1. The Parties acknowledge and agree that Paramount Safety has made the Order based on the Price. The Supplier shall not change or revise the price of the Products except with the prior written approval of Paramount Safety.

5. TITLE AND SHORTFALLS
5.1. 5.2.5.3.All legal and equitable title to and property in all Products supplied by the Supplier shall pass to Paramount Safety upon payment of the Price even if the Products have not been received by (or delivered to) Paramount Safety physically.After payment of the Price by Paramount Safety, the Supplier irrevocably agrees and undertakes that Paramount Safety (including its servants or agents) will have the right without notice or demand to immediately enter upon the Supplier’s premises or such other premises that Paramount Safety reasonably believes the Products to be held and reclaim possession and remove the Products in the possession or control of the Supplier.In the event of shortage in the quantity of the Products delivered, the Supplier shall (after obtaining prior written approval from Paramount Safety):
5.3.1. make good such shortage; or
5.3.2. make the relevant adjustment to the Price in the relevantinvoice.

6. REPRESENTATION AND WARRANTIES
6.1. In addition to any rights and remedies that Paramount Safety may be entitled to under any applicable law, the Supplier provides to the Paramount Safety a Warranty Against Defects.
6.2. During a period of 12 months after the date of purchase of the Products, if any of the Products have one or more defects that makes it unfit for its reasonably foreseeable purpose, Paramount Safety is entitled to return the Products to the Supplier.
6.3. Upon return of the defective Products, Paramount Safety shall be entitled to, and the Supplier shall provide Paramount Safety with:
6.3.1. a credit for the value of the defective Products; or
6.3.2. replacement of the defective Products with similar Products.

7. TRADE MARKS
7.1. Paramount Safety will have the right to market the Products under its own trade marks, trade names or product designations.
7.2. The Supplier will not use any trade mark, trade names or product licensing of Paramount Safety without first obtaining Paramount Safety’s prior consent. Where Paramount Safety provides the Supplier with any trade marks or trade names for the purposes of supplying the Products pursuant to this Agreement, Paramount Safety will be deemed to have provided written permission for the use of such trade marks or trade names for the sole purpose of supplying the Products pursuant to this Agreement.

8. MISCELLANEOUS
8.1. AssignmentThe Supplier shall not assign any or all of its rights or obligations under this Agreement without the prior written consent of Paramount Safety.
8.2. Force MajeureNeither Party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, riots, new or amended law or policy, strikes, lockouts, labour disruption or any cause beyond the reasonable control of such Party.
8.3. Entire Agreement and SeveranceTo the extent permitted by law, this Agreement constitutes the entire agreement between the Parties in respect of the Order. In the event that any provision of this Agreement is held to be invalid by a court or tribunal of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect.
8.4. Governing lawThis Agreement shall be governed by the laws of the state of New South Wales. Paramount Safety and the Supplier submit to the exclusive jurisdiction of the courts of New South Wales.