Terms & Conditions
TERMS AND CONDITIONS OF TRADE
1. APPLICATION OF THESE TERMS & CONDITIONS
The Customer agrees that prior to placing an order with the Supplier, the
Customer has read and agreed to the terms and conditions as set out hereunder.
For the purposes of this agreement, “the Supplier” is STAR 3D PRINTING PTY LTD
ABN 15 616 422 372 its successors and assigns and any person acting on behalf
of and with the authority of Star 3D Printing Pty Ltd; “the Customer” is the
applicant named on the account with the Supplier or where no account exists
then on the quote and/or work authorisation provided by the Supplier to the
Customer; “Goods” means promotional products and associated goods as more
particularly described on the Supplier’s quotes, tax invoices and other
paperwork given to the Customer; “Contract” means the agreement between the
Supplier and the Customer including these terms and conditions; “Artwork” means
artwork and ancillary materials; “Proof/s” means the standard by which the
Goods will be made; and “Sign Off” means the Customer’s signed confirmation
that the Artwork and/or Proof is accepted.
2. QUOTES
2.1 Supplier’s Quote
The Supplier shall give the Customer a quote specifying the work required to be
done in order to fulfill the Customer’s instructions and an estimate of the
Supplier’s charge for the performance of such work. The Supplier’s quoted
prices are GST exclusive.
2.2 Acceptance by the Customer
2.2.1 When the Supplier has given the Customer a quote:
·
a) the Supplier need not commence
work until the quote has been accepted by the Customer;
·
b) the Customer shall accept the quote
by signing and returning a true copy of the quote and/or the Supplier’s work
authorisation form accompanied by a purchase order number if applicable; and
·
c) a quote is valid for fourteen (14)
days only unless an extension has been authorised by the Supplier.
2.2.2 In acceptance
of the quote, the Customer warrants that it has not relied on any
representation by the Supplier other than as supplied in writing in the quote.
2.3 The
Supplier may amend the quote before the work has been completed to take into account
any rise or fall in the cost of performing the work and the Supplier shall
notify the Customer of such amendment as soon as practicable thereafter.
3.0 Not used.
4. VARIATIONS
Any variation to the Customer’s original brief, unless agreed in writing by the
Supplier, will attract additional costs. For instance, as prices for most of
the Goods are based on specific quantities, variations in quantities will
result in an amended unit cost.
5. COLLECTION OF FINISHED GOODS
5.1 Finished Goods will be ready for collection from the Supplier’s
premises twenty one (21) days from receipt of the Artwork approval unless
advised otherwise in writing.
5.2 Stock items will be delivered in 2-5 days.
5.3 The Customer must uplift the Goods promptly when notified that
the Goods are ready for collection. Should the Customer fail to uplift the
Goods within seven (7) days of such notification then a storage and insurance
charges may apply and an invoice raised with a payment due date as specified in
the invoice.
5.4 Collection of the Goods by a third party nominated by the
Customer is deemed to be collection by the Customer for the purpose of this
Contract.
5.5 When orders involve large quantities of Goods, two percent (2%)
over or under the original amount ordered is to be considered fulfillment of
the order.
5.6 Completion dates cannot be guaranteed for Goods requested
sooner than the time frame specified in clause 5.1.
6. DELIVERY
6.1 It is understood that the Customer has agreed to the delivery
lead time quoted by the Supplier when placing an order for Goods.
6.2 The Customer will accept split deliveries from the Supplier.
6.3 Delivery of the Goods shall be made to the Customer’s nominated
address. The Customer shall make all arrangements necessary to take delivery of
the Goods whenever they are tendered for delivery.
6.4 Delivery of Goods to a third party nominated by the Customer is
deemed to be delivery to the Customer for the purpose of this agreement.
6.5 Failure by the Supplier to deliver shall not entitle either
party to treat the Contract as repudiated. The Supplier shall not be liable for
any loss or damage whatsoever due to the failure by the Supplier to deliver the
Goods.
7. ERRORS/RETURN OF GOODS
7.1 The Customer shall inspect the Goods on collection/delivery and
must, within seven (7) days of collection/delivery, notify the Supplier of any
alleged shortage in quantity, damage or failure to comply with the description.
7.2 The Customer shall afford the Supplier an opportunity to
inspect the Goods within a reasonable time following collection/delivery if the
Customer believes the Goods are defective in any way.
7.3 For all claims, the Goods must be returned in the original
condition and packaging and accompanied by the written acceptance of the
Supplier.
7.4 If the Customer shall fail to comply with the provisions set
out in clauses 7.1, 7.2 & 7.3, the Goods shall be conclusively presumed to
be in accordance with these terms and conditions and free from any damage.
7.5 The Supplier reserves the right to repair, replace or refund
faulty Goods.
8. PAYMENT
8.1 Deposit
The Supplier will require a deposit/payment of one hundred percent (100%) from
the Customer and the Supplier is under no obligation to undertake any work as
requested by the Customer until the deposit/payment is received by the Supplier
in full and when all details pertaining to contract are finalised. In the event
of default as to payment owing to the Supplier on the part of the Customer, the
Supplier shall be entitled to forfeit the deposit and claim for the balance
owing on the order and for any other loss suffered by the Supplier by way of
any remedy available to it as provided in these terms and conditions or at law
or in equity generally.
8.2 Balance of Payment
Unless otherwise agreed in writing by the Supplier, the Customer must, before
delivery or when collecting the finished Goods, pay the Supplier the total
balance set out on the invoice. When payment is made by cheque then the
Customer shall allow the Supplier time to clear the funds before assuming the
right to the Goods.
8.3 Urgent Orders
If Goods must be ready for collection earlier than the standard collection time
specified in 5.1, the Customer may incur a forty percent (40%) surcharge.
8.4 Changes to Artwork
The original price includes two (2) changes to the Artwork/ Proof/s. Any
additional changes will incur charges unless proven to be the Supplier’s
mistake.
8.5 Unacceptable Reason
After Proofs/Artwork have been approved by the Customer, a reason given such as
“I don’t like it” is not an acceptable reason for not paying for Goods and the
Customer agrees to this assertion.
8.6 Interest
The Supplier may charge interest at the rate of two percent (2%) above the
commercial lending rate of the Commonwealth Bank of Australia (CBA) on amounts
not paid within the time specified in the Supplier’s invoice
8.7 Damages
The Customer must pay to the Supplier any costs, expenses or losses incurred by
the Supplier as a result of the Customer’s failure to pay to the Supplier all
sums outstanding as owed by the Customer to the Supplier including without
limiting the generality of the forgoing any debt collection and legal costs
incurred in enforcing payment on a solicitor and own client basis.
9. BYO PRODUCTS
The Supplier will take due care with products supplied by the Customer and the
Customer shall make no claim against the Supplier from any costs or expenses
incurred should the products be damaged in any way whatsoever.
10. INTELLECTUAL PROPERTY AND OWNERSHIP OF CREATIVE
MATERIALS
10.1 Copyright
10.1.1 The copyright in all artistic and literary works authored by
the Supplier shall be the property of the Supplier.
10.1.2 The Customer warrants that it has copyright or a licence to
authorise the Supplier to reproduce all artistic or literary works supplied by the
Customer to the Supplier for the purposes of the order and the Customer hereby
expressly authorises the Supplier to reproduce all and any of such works for
those purposes.
10.1.3 The Customer must indemnify the Supplier against all
liability, losses or expenses incurred by the Supplier in relation to or in any
way directly or indirectly connected with any breach of copyright or of any
rights in relation to copyright
10.2 Intellectual Property Rights
The Customer warrants that the use by the Supplier of any designs or
instructions supplied by the Customer will not infringe any intellectual
property of any other person and the Customer indemnifies the Supplier against
any claim relating to or arising from the infringement of any intellectual
property of any other person.
10.3 Illegal Matter
The Supplier is not obliged to print any illegal or libelous matter and the
Customer agrees to indemnify the Supplier against any claim relating to or
arising from the printing or reproduction of such matter.
11. PERSONAL PROPERTY SECURITIES ACT (PPSA)
11.1 In this clause, the following words have the respective
meanings given to them in the PPSA: Financing Statement, Financing Change
Statement, Proceeds, Register, Security Agreement, Security Interest and
Verification Statement.
11.2 The Customer acknowledges and agrees:
·
a) that these Terms & Conditions
constitute a Security Agreement that creates a Security Interest in all Goods
(and Proceeds):
o (i) previously
supplied by the Supplier to the Customer;
o (ii) to be supplied
in the future by the Supplier to the Customer;
·
b) that the Security Interest created
by these Terms & Conditions is a continuing Security Interest in all Goods
(supplied now or in the future by the Supplier to the Customer) and Proceeds,
which will operate (despite any intervening payment or settlement of account)
until the Supplier has signed a release;
·
c) to waive its rights in relation to
the sections listed in sub-section 115(1) of the PPSA (or as otherwise
amended), which will not apply (to the extent, if any, mentioned) to the
Security Agreement created by these Terms & Conditions.
11.3 The Customer
undertakes to:
·
a) keep all Goods free of any charge,
lien or Security Interest except as created under these Terms & Conditions
and not otherwise deal with the Goods in a way that may prejudice any rights of
the Supplier under these Terms & Conditions or the PPSA;
·
b) sign any further documents and
provide any further information (which must be complete, accurate and
up-to-date in all respects) that the Supplier may require to:
o (i) register a
Financing Statement or Financing Change Statement in relation to a Security
Interest on the Register;
o (ii) register any
other document required to be registered by the PPSA; or
o (iii) correct a
defect in a statement referred to in clause 11.3(b) (i) or 11.3(b) (ii);
·
c) indemnify, and upon demand
reimburse, the Supplier for all fees (including actual legal fees on a
solicitor/own client basis), costs, disbursements and expenses in:
o (i) registering and
maintaining a Financing Statement or Financing Change Statement on the Register
or releasing any Goods charged thereby; and
o (ii) enforcing or
attempting to enforce the Security Interest created by these Terms &
Conditions.
·
d) not register, or allow to be
registered, a Financing Statement or a Financing Change Statement in respect of
the Goods or Proceeds in favour of a third party, without the prior written
consent of the Supplier; and
·
e) immediately advise the Supplier of
any material change in its business details (including, but not limited to,
it’s trading name, address, facsimile number) or business practices.
12. WARRANTY
12.1 The Supplier shall mirror the warranty that the
manufacturer/wholesaler provides to the Supplier. The Customer acknowledges
that inexpensive Goods will have a limited warranty, if any. The Supplier will
endeavor to raise those aspects with the Customer before the Supplier’s
confirmation of the order.
12.2 The Supplier gives those warranties implied by consumer
protection legislation in relation to the Goods. All other warranties are
excluded to the extent permitted by law.
12.3 The Supplier reserves the right to make null and void the
warranty should the Goods be modified, altered, damaged or put to any undue
stress other than in the way the Goods were designed to perform.
12.4 In respect of all claims the Supplier shall not be liable to
compensate the Customer for any delay in either replacing or repairing the
Workmanship/Goods.
13. LIABILITY
13.1 Non-excludable Rights
The parties acknowledge that, under the Australian Consumer Law, certain
conditions and warranties may be implied in these terms and conditions and
there are rights and remedies conferred on the Customer in relation to the
provision of the Goods or of services which cannot be excluded, restricted or
modified by the Agreement (“Non-excludable Rights”).
13.2 Disclaimer of Liability
The Supplier disclaims all conditions and warranties expressed or implied, and
all rights and remedies conferred on the Customer, by statute, the common law,
equity, trade, custom or usage or otherwise and all those conditions and
warranties and all those rights and remedies are excluded other than any
Non-excludable Rights. To the extent permitted by law, the liability of the
Supplier for a breach of a Non-Excludable Right is limited, at the Supplier’s
option, to the supplying of the Goods and/or any services again or payment of
the cost of having the Goods and/or services supplied again.
13.3 Indirect Losses
Notwithstanding any other provision of these Terms and Conditions, the Supplier
is in no circumstances (whatever the cause) liable in contract, tort including
without limitation, negligence or breach of statutory duty or otherwise to
compensate the Customer for:
·
a) any increased costs or expenses;
·
b) any loss of profit, revenue,
business, contracts or anticipated savings;
·
c) any loss or expense resulting from
a claim by a third party; or
·
d) any special, indirect or
consequential loss or damage of any nature whatsoever caused by the Supplier’s
failure to complete or delay in completing the work.
13.4 Force Majeure
The Supplier will have no liability to the
Customer in relation to any loss, damage or expense caused by the Supplier’s
failure to complete the work as a result of fire, flood, tempest, earthquake,
riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the
inability of the Supplier’s normal manufacturers/wholesalers to supply
necessary products or any other matter beyond the Supplier’s control.
13.5 Customer’s Property
Customer’s property held by the Supplier is at
the Customer’s own risk.
14. PRIVACY
14.1 The Customer hereby authorises the Supplier to collect,
retain, record, use and disclose commercial and/or consumer information about
the Customer’s credit worthiness, credit standing, credit history or credit
capacity, in accordance with the Privacy Act 1988, to persons and/or legal
entities who are a solicitor or any other professional consultant engaged by
the Supplier, a debt collector, credit reporting agency and/or any other
individual or organisation which maintains credit references and/or default
listings.
14.2 The Supplier may give information about the Customer to a
credit reporting agency for the purposes of obtaining consumer and commercial
credit reports and/or lodging consumer and commercial defaults on the
Customer’s credit file. This information may be given before, during or after
the provision of credit to the Customer and will be in accordance with the
Privacy Act 1988 and subsequent amendments.
15. SECURITY & CHARGE
The Customer hereby charges all property, both equitable and legal, present or
future of the Customer in respect of any monies that may be owing by the
Customer to the Supplier under the terms and conditions or otherwise and hereby
authorises the Supplier or its solicitors to execute any consent form as its
attorney for the purpose of registering a caveat over any real property owned
by the Customer at any time..
16. GENERAL MATTERS
16.1 Supplier’s Samples
The value of the sample/s taken by a Customer and not returned or returned
damaged will be charged to the Customer.
16.2 Prototype Work
The Customer shall pay all costs, losses or expenses incurred by the Supplier
for prototype Work requested by the Customer.
16.3 Colour Variation
16.3.1 The Customer accepts that there may be a slight colour
variation from the original sample an order was taken from.
16.3.2 The Customer agrees to allow a colour variation of ten
percent (10%) on reordered Goods.
16.4 Title in the Goods
Title in the Goods shall pass to the Customer on full payment of the Goods made
to the Supplier.
16.5 Severability
Any provision in these terms and conditions which is invalid or unenforceable
in any jurisdiction must be read down for the purposes of that jurisdiction, if
possible, so as to be valid and enforceable. If that provision cannot be read
down then it is capable of being severed to the extent of the invalidity or
unenforceability without affecting the remaining provisions of these terms and
conditions or affecting the validity or enforceability of that provision in any
other jurisdiction.
16.6 Governing Law and Jurisdiction
These terms and conditions are governed by the laws of the State of Queensland
and all disputes arising between the Customer and the Supplier will be
submitted to the Brisbane Registry of any Court as is competent to hear the
matter.