Terms and Conditions


    all monies” means all monies of whatsoever kind now or in the future due or owing to us and includes monies payable on any account, interest, charges, fees and costs;
    Goods” includes parts, accessories, chattels, materials, supplies, equipment and stock. Where appropriate, it includes goods we may sell to you from time to time;
    PPSA” means the Personal Property Securities Act 2009 (Cth);”Services” means any service we may provide to you from time to time;
    You” means the person who orders Goods or Services from us from time to time. It includes any person who has applied for credit with us. It includes your successors and assigns and related body corporates;
    We/us” means the person providing you with credit and includes our lawful successors and assigns. At the time of publishing these terms, we trade as Roma Lake Pty Ltd as trustee for the Fretwell Family Discretionary Trust trading as Pro-draulics A.B.N. 79 252 698 239;”Our Terms of Trade” means these terms and conditions as varied or amended by us from time to time.
    In the interpretation of these terms and conditions:
    1. singular includes plural and vice versa;
    2. references to statutes includes regulations, statutes amending, consolidating or replacing the statutes;
    3. covenants by you also require you to procure compliance by all other persons under your control;
    4. covenants are joint and several. A release of one does not release the other;
    5. all annexures, schedules and other attachments (if any) form part of this Agreement;
    6. unlawful, invalid or unenforceable terms or conditions will be severed and the remainder is enforceable;
    7. nothing which appears after the word “include” or”including” is to be interpreted as limiting the type of thing which may be included within the ambit of that clause; and
    8. these terms and conditions will not be interpreted against us merely because they were drafted by us.
    3.1  You are bound by Our terms and Conditions upon acceptance of our quotation or upon the supply of any Goods or Services to you. Further, they are incorporated into all applications (including credit), contracts and dealings you enter into with us from time to time.
    3.2  Our Terms of Trade prevail over your terms, conditions and purchase orders regardless of what your terms etc may say.
    3.3  You acknowledge that we may impose conditions on any order including that monies or a deposit be paid in advance.
    4.1  We may in our absolute discretion refuse to accept, or to proceed with, any order or to provide any order on credit.
    4.2  We will determine the credit limit and we may vary the credit limit in our absolute discretion.
    5.1  Quotations and estimates are not fixed prices. They are estimates only.
    5.2  We may pass on any increase in price arising from:
    1. force majeure, change in circumstances, discovery of latent or other defects, price fluctuations, increases in taxes, duties, awards, rates of exchange and other supply fluctuations and changes in conditions taking place prior to delivery of the Goodsand/or performance of the Services;
    2. any act, omission, misrepresentation, non- disclosure or delay by you or arising from circumstances beyond our control; or
    3. any variation made by you to your order and agreed to by us or any other material fact not discoverable by, or disclosed to, us at the date of sale.
    6.1 You agree to pay:
    1. Our invoices and accounts; and
    2. All monies, by the due date for payment, without deduction or setoff.

    6.2 You also agree that you are not permitted to retain any part of the purchase price or contract sum as retention or security monies (or any analogous arrangement).
    6.3 Payment by credit card will incur a 1.5% surcharge.

    7.1 We have a strict policy of requiring payment of our accounts by the due date shown on the invoice.
    7.2 You agree to pay us: –
    1. Interest: on overdue amounts at the rate of 10% per annum compounding monthly or the current business overdraft interest rate or by court order, whichever is the greater.
    2. Additional costs: all costs, charges and expenses legal (on a solicitor and own client basis) and otherwise, which we may incur or suffer as a result of the exercise of any rights, powers or remedies that we may have against you (including arising from enforcing our rights against you).
    You agree that we may:
    1. obtain a credit report containing personal information about you from a credit reporting agency; and
    2. conduct security checks and searches including a search of the Personal Property Securities Register; and
    3. unless otherwise prevented by law, to collect from, store, use, disclose to or engage with any other party including credit providers, third party providers, solicitors, mercantile agents, insolvency administrators, insurers and insurance brokers, persons involved in the collection of trade debt, personal and business information about you.
    9.1 You agree that, until payment of all monies owing to us is received:
    1. any Goods delivered or sold to you by us remains our property and are held by you as our fiduciary bailee;
    2. you must store the Goods separately so that they are readily identifiable as our property;
    3. you must not sell the Goods except with our prior written consent or in the ordinary course of your business; and
    4. any proceeds of such resale, in so far as they relate to the Goods, must be held upon trust for us in a separate account.

    9.2 We may enter any premises owned or leased by you to inspect or remove the Goods.
    9.3 We are released from all liability for any damage caused to your, or another person’s, property during the removal of the Goods.
    9.4 The rights reserved to us will continue to apply even if you have caused an accession or co-mingling of the Goods to any other Goods owned by you or any other third party.

  10. PPSA
    10.1 In addition to our rights under clause 9, you grant us:
    1. a charge over all of your personal property now or in the future in existence including any proceeds arising
      from the sale of that personal property; and
    2. the right to register a security interest in any accounts receivable to which You may be entitled from any other person,
      as security for your obligations to Us.

    10.2 You agree:

    1. We are entitled to register on the Personal Property Securities Register any security interest that you have given us in your personal property and our Goods;
    2. You will provide us with all information reasonably required to register a financing statement or financing change statement on the Personal Property Securities Register;
    3. where permitted by law, You waive your rights to receive a notice of verification statement;
    4. You will advise us in writing of any change to your name or address at least 7 days prior to that change taking effect;
    5. we have the authority to search the register from time to time to determine what security interests may exist in respect of You;
    6. to pay the costs of and incidental to the registration of a financing statement or financing change statement along with any costs incurred by us in enforcing our rights against you under the PPSA; and
    7. where We have rights in addition to those in chapter 4 of the PPSA, those rights will continue to apply and our rights to seize the property will not be limited by the PPSA.

    10.3 In the
    gain possession of personal property, you waive your rights with respect to the following:

    1. the right to receive notice prior to Us removing or
      seizing the personal property; and
    2. to receive a statement of account, a disposal notice
      or a notice of retention either prior to or immediately following our retaking possession and selling personal property to a third party.

    10.4 The terms and expressions used within this clause have the meanings given to them in the PPSA.

    11.1 We may at any time and without giving any reason, suspend or terminate Our supply of credit to You.
    11.2 Termination of any contract or agreement with you does
    1. affect any claim or action that a party may have
      against the other or affect any other right or remedy
      that the party may have;
    2. release any guarantors; or
    3. release any other party of any obligation which is
      expressed to continue after termination.
    12.1 You acknowledge and agree that we have an equitable mortgage over your land wherever situated (including land acquired in the future) owned by you personally and / or as trustee of any Trust and/or by any company of which you are the sole director/secretary or sole shareholder as security for the payment of all monies payable by you to us. In this clause “Trust” means each trust for which you hold land as trustee. We may register a caveat to secure our interest in any such land and you irrevocably appoint us as your attorney to sign all consents to caveat on your behalf.
    13.1 You must advise us of any incorrect delivery within 7 days from the date of delivery and failing which you are deemed to have accepted the Goods.
    13.2 You acknowledge that no claim for incorrect delivery can be made against us if you have used the Goods.
    13.3 To the extent permitted by law, any claim by you for
    damages, cannot exceed the lesser of:
    1. $100,000.00; and
    2. The outstanding balance of your account as at the
      date of the claim.

    13.4 To the full extent permitted by law, we are discharged and
    released from:

    1. defect or failure arising from improper use, maintenance or operation of the Goods or fair wear and tear;
    2. your own negligence, abuse or misuse;
    3. alteration or modification of the Goods by you;
    4. any loss of profits or for any indirect or consequential
      loss claimed by you;
    5. a claim that the Goods, or any portion of them, are
      not in accordance with the sale contract, unless the claim is lodged with us in writing within seven (7) days from the date of delivery of the Goods to you; and/or
    6. any claim unless an action is commenced in a court of competent jurisdiction within six (6) months of delivery or in the case of non-performance or omission, within six (6) months of the date the performance should have occurred.
    14.2 The price of the Goods and Services shall be subject to the addition of GST and a sum equal to any other government duty, tax or levy applicable to the Goods and Services, any ingredient of the Goods or applicable to the sale of the Goods.
    15.2 You are responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by you and for giving us any necessary information relating to the Goods within a sufficient time to enable us to perform the contract in accordance with its terms.
    15.4 If the Goods are to be manufactured or any process is to be applied to the Goods by us in accordance with a specification submitted by you, you indemnify us against all loss in connection with any claim for infringement of any patent, copyright, design or trademark, or other intellectual property rights which result from the use of your specification.
    16.1 All Goods are at your risk from the time of leaving our premises, even if we have agreed to deliver the Goods to you at another location. You must insure the Goods from the time they leave our premises. You indemnify us against any claim, loss or liability or damage or injury arising to or caused by the Goods after despatch from our premises.
    16.2 We may sell any Goods not taken by you within seven (7) days from the date of attempted delivery and at our option, deem the sale repudiated or, by subsequently substituting other Goods, treat the sale as subsisting. If you fail or refuse to accept delivery, then the Goods are deemed to have been delivered and we were deemed willing to deliver them to you.
    16.3 If, due to force majeure or other reasons beyond our control, we are prevented from or delayed in making delivery or performance of the Goods and/or Services, we may either extend the time for delivery or performance for a reasonable period or terminate the sale. You agree that you do not have any claim for damages and must pay for all Goods delivered and/or Services performed prior to the date of such termination.
    16.4 Any time stated in a quotation, estimate or other documentation, does not make time of the essence and is only an approximation.
    16.5 Where the Goods are to be delivered in instalments a failure by us to deliver any one or more of the instalments in accordance with any contract or any claim by you in respect of any one or more instalments will not entitle you to treat the contract as a whole as repudiated.
    16.6 You are responsible for compliance with all statutes and regulations relating to delivery locations including, without limitation, obtaining all necessary licenses and/or orders, and for all steps which need to be taken for the protection at all times of persons or property.
    On rare occasions, Goods may be returned for credit or exchanged up to 30 days from purchase date but only if the Goods are in a resaleable condition, at Our discretion, and only with Our prior written approval. A restocking fee will apply. To the extent permitted by law, we disclaim all liability for any returns in transit to or from our premises. If Goods are returned to us without Our prior written approval, the Goods will be returned to you at your expense.
    1. This clause applies only to the extent that the Australian Consumer Laws apply to a transaction or contract with you.
    2. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure or compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

    18.1 To the extent permitted by law all implied warranties, conditions, terms and guarantees in relation to the sale or delivery of Goods and/or Services, statutory or otherwise, are hereby excluded.
    18.2 Where our liability cannot be excluded by law, our liability will be limited to, in the case of Goods, the replacement of the Goods, the supply of equivalent Goods or the payment of the cost of replacing the Goods, or in the case of Services, the supply of the Services again, or the payment of the cost of having the Services supplied again. The choice of remedy will be at our discretion and you acknowledge that the limitation of liability in this clause is fair and reasonable.

    19.1 You agree that Goods supplied by Us are covered under the Manufacturers’ Warranty Terms and Conditions.
    1. subject to the Manufacturer’s investigation and confirmation of the defect of goods and is at their discretion as to whether the Goods be re-supplied or a credit provided; and
    2. freight (not covered under warranty) is to be paid by You.

    19.2 Labour for work performed by Us, (not including any subcontractors) will be covered from defects for a period of three (3) months from the date of completion and is conditional of:

    1. You provide a written report of the defects found within the warranty period;
    2. You return the Goods or Services back to Our workshop; and
    3. are subject to a full investigation by Us to confirm the defect was caused by Us.
    We may at any time by not less than seven (7) days notice in writing vary or replace these terms and conditions and / or Our Terms of Trade (or any of them). You agree that the variation or replacement will apply to all contracts, dealings or orders arising after the effective date of any variation or replacement.
    21.1 You agree that the jurisdiction in respect of any relief, remedy and/or enforcement of these terms and conditions will be determined by the jurisdiction of the Courts in Queensland. Each party waives any right it has to object to an action being brought in those Courts including, without limitation, by claiming that the action has been brought in an inconvenient forum or that those Courts do not have jurisdiction.
    21.2 Further, you agree that we may commence any claim or seek any relief in the Supreme Court and/or in the District Court and/or the Magistrates Court sitting at Townsville in the State of Queensland and any such Court will not be required to make any determination as to whether it has local jurisdiction in respect of the matter.
    22.1 You cannot assign any agreement with Us without Our written consent.
    22.2 We may assign our rights and obligations with You without your consent. This agreement is enforceable against You and the Guarantor by any successor or assign of Ours.
    22.3 You warrant and declare that:
    1. You agree to, and are authorised to sign, these
      terms and conditions;
    2. You understand and agree to Our Terms of Trade;
    3. the information provided by You is true and correct;
    4. the credit provided to You by Us is to be used
      wholly, or predominantly for business or investment purposes (or for both purposes).

    You have read these terms and conditions and accept the rights,


We encourage the Guarantor to obtain independent legal advice before signing and returning this guarantee and indemnity.
  1. In consideration of us agreeing to supply you with Goods and/or Services on credit at the request of the Guarantor, the Guarantor:
    1. Unconditionally and irrevocably guarantees You will:
      1. pay all monies now or in the future payable by You to Us;
      2. observe and perform all your obligations to Us;
    2. will be jointly and severally liable for the payment of all monies payable by you to us and indemnifies us for any loss or damage suffered by us as a result of your failure to observe and perform your obligations under Our Terms of Trade or any contract with us.
  2. If the terms of any contract are not enforceable against you, or are invalid or void, for any reason the Guarantor indemnifies us against any loss or damage we may suffer as a result. That loss will include all monies that would have been payable by you had the contract been fully enforceable by us against you.
  3. This is a continuing guarantee and indemnity. The Guarantor waives all rights to be released or discharged from the guarantee and indemnity including due to us:
    1. terminating any contract with you;
    2. granting any time concession or indulgence to You;
    3. entering into any composition or scheme of arrangement with You;
    4. waiving any breach or default by you;
    5. failing to enforce the terms of any contract against You;
    6. releasing any other guarantor; or
    7. changing, varying or amending Our Terms of Trade, any contract or the supply of Goods and/or Services to You.
  4. The Guarantor irrevocably grants to Us an equitable mortgage over any real property wherever situated (including land acquired in the future) owned by the Guarantor personally and / or as Trustee of any Trust and/or by any company of which the Guarantor is the sole director/secretary or sole shareholder as security for the payment of all monies now or in the future owed to us by you or the Guarantor. In this clause “Trust” means each trust for which the Guarantor holds land as trustee.
  5. We may register a caveat and/or mortgage to secure our interest in any such land and the Guarantor irrevocably appoints us as the Guarantor’s attorney to sign all consents to caveat and mortgages on the Guarantor’s behalf.
  6. Each guarantor is liable under this guarantee and indemnity:
    1. even if any other guarantor does not execute the guarantee. This guarantee is not conditional upon all guarantors signing.
    2. when he or she executes this guarantee.
    3. jointly and severally with the other guarantors.