Conditions of Credit
1. Inconsistent Terms. These Terms and Conditions are a material part of the agreement between Buyer and Printprocol Pty Ltd, a New South Wales based private company, and supersede inconsistent terms and conditions in documentation submitted by Buyer to Printprocol Pty Ltd. Any inconsistencies that arise are to be considered by Printprocol Pty Ltd, and enforced according to Managing Directors decision.
2. Price. Unless otherwise stated in Printprocol Pty Ltd’s written quotation, prices are valid for 30 days from the date of Printprocol Pty Ltd’s written quotation and do not include shipping charges, federal, state or local sales, duties, use or excise taxes.
2.1 Price can change at any time. Printprocol Pty Ltd has no obligation to honor prices quotes, marked or promoted. Cost is calculated at the end of the job, upon generation of invoice/delivery of goods, and may change from when order is placed.
3. Payment. Printprocol Pty Ltd’s standard is that payments are due at the end of each month that the debt was incurred, payable in Australian Dollars. Credit terms may be withdrawn or changed at anytime. Orders may be suspended if an account is delinquent. Buyer will pay all costs of collection including all attorneys’ fees and costs. Buyer has no rights of set-off. Purchase orders must be paid in full, even where order is cancelled (unless deemed by unnecessary). Statements may not be issued.
3.1 Payment terms are “Monthly Account”, where all payments are due at the end of each month that the debt was incurred. Customers will only be under alternate payment terms were acceptance is given in writing, or is alternatively a Cash Basis Transaction, where full amount must be paid on receiving goods or invoice.
3.2 If payment needs to be reminded, chased, followed up, or correspondence necessary, a administration fee of the hourly rate is charged (minimum in excess or equal to of $90) for each and every few instances, or a portion or excess of each. Interest is charged at a rate of 25%pa (or at a rate Printprocol Pty Ltd decides) and must be paid immediately, or as marked, calculated on any amount owing as Printprocol Pty Ltd sees fit. All finance charges are at the discretion of Printprocol Pty Ltd.
4. Title. For all product materials title will transfer to Buyer at the time of payment. This may not include all orders, artwork, stock, service, printed material, job work, fees, and packaging, (hereinafter, collectively, “Products”)
5. Security Interest. Buyer agrees to sign or authenticate, when requested by Printprocol Pty Ltd, such documents as are necessary to acquire or perfect Printprocol Pty Ltd’s security interest in all Products sold hereunder to Buyer, together with all proceeds thereof, to secure Buyer’s performance and payment of all amounts due on this sale. Buyer authorizes Printprocol Pty Ltd to file a financing statement. Printprocol Pty Ltd shall release its security interest upon receipt of full payment.
6. Product Alterations. Printprocol Pty Ltd, if it deems necessary, may alter any Product’s specifications, design, artwork, manufacturing process, stock, materials or location of manufacture or delivery in any way, at any time, without any notice to or approval from Buyer.
7. Changes and Corrections. Clerical errors in Printprocol Pty Ltd’s quotations and invoices are subject to correction. Printprocol Pty Ltd may change the terms, conditions or pricing at anytime for any reason.
8. Shipping and Performance. For all freight, courier, delivery and shipments, Printprocol Pty Ltd shall select the carrier. Printprocol Pty Ltd shall not be liable for damages or penalty for delay in delivery or for failure to give notice of any delay, and the carrier shall not be deemed to be an agent of Printprocol Pty Ltd. Printprocol Pty Ltd may make partial shipments. Printprocol Pty Ltd performance and shipping dates are approximate dates only. Requests for proof of delivery must be received in writing within 5 days after delivery.
9. No Product Warranty. Printprocol Pty Ltd’s obligation to the Buyer for any Product made by Printprocol Pty Ltd and sold is none. No product is under any warranty, unless specifically documented and proved. All Product claims must comply with Printprocol Pty Ltd’s procedures and be accompanied by all products in order.
10. No Service Warranty. Printprocol Pty Ltd’s sole and exclusive obligation to Buyer for any service labor provided by Printprocol Pty Ltd and sold hereunder is none. Printprocol Pty Ltd does not have obligation to artwork, service, design or service product.
11. Limitation of Liability. THE ABOVE-REFERENCED TERMS ARE EXCLUSIVE AND IS GIVEN AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER REMEDIES. THESE ARE THE ONLY REMEDIES OF BUYER FOR ANY BREACH OF CONTRACTS OR ANY OTHER CLAIM. PRINTPROCOL PTY LTD’S TOTAL LIABILITY ARISING OUT OF THE SUPPLYING OF PRODUCTS, THE USE OF PRODUCTS, OR THE PROVISION OF SERVICE LABOR, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE SHALL NOT IN ANY CASE EXCEED THE COST OF THE GOODS SOLD FOR WHICH ANY CLAIM IS MADE AND WILL BE SHOWN TO BE NONE. IN NO CASE SHALL PRINTPROCOL PTY LTD BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES.
BUYER AGREES TO INDEMNIFY AND HOLD PRINTPROCOL PTY LTD HARMLESS FROM ALL CLAIMS, DEMANDS, AND COSTS, INCLUDING ALL ATTORNEY FEES, MADE BY THIRD PARTIES AGAINST PRINTPROCOL PTY LTD RELATING TO BUYER’S USE OR SUPPLY OF THE PRODUCTS, AND TO PAY ANY COSTS AND EXPENSES INCURRED BY PRINTPROCOL PTY LTD TO ENFORCE BUYER’S OBLIGATIONS.
12. Personal and Directors Guarantee. If the buyer is a corporation in Australia by agreement to these terms they guaranteeing all payments and terms. As well, this applies to the person making this agreement, and anyone who makes this agreement or signs on behalf of the buyer. This guarantee covers the due and punctual payment of all monies which may now or in the future be or become due and payable to the Company by the Customer under the Company’s Terms and Conditions of Trading or whether arising in any other way on any terms whatsoever operated by the Customer with the Company. This guarantee is only discharged with permission of Printprocol Pty Ltd. All guarantees survives until released by Printprocol Pty Ltd.
13. Indemnification. Printprocol Pty Ltd shall indemnify, defend and hold Buyer harmless from and against any claim, demand, cause of action or liability for direct damage arising from its negligence or intentional misconduct in connection with its provision of Products or service labor to Buyer, subject to the above-noted limitations.
14. Insurance. Printprocol Pty Ltd shall maintain Worker’s Compensation and General Liability insurance coverage, as well as other coverage of a nature in accordance with, and in amounts commensurate with, statutory compliance. Printprocol Pty Ltd will never provide notice of changes to its insurance program. No insurance is extended to clients or suppliers, unless otherwise considered.
15. Rights in Intellectual Property. All Printprocol Pty Ltd intellectual property in its goods and services belongs to and is the sole and exclusive property of Printprocol Pty Ltd.
16. Choice of Law, Jurisdiction, Disputes. The validity, performance, construction and effect of this Agreement shall be governed by and construed under the laws of the State of New South Wales and the Commonwealth of Australia, without giving effect to the principles of conflict of laws, unless more reasonable jurisdiction is found available for Printprocol Pty Ltd. Printprocol Pty Ltd and Buyer agree to make a good faith attempt to settle any dispute arising under this Agreement without resorting to legal action.
17. Confidentiality. Buyer agree to hold confidential and not use, disclose or permit others to use any confidential information identified as such in writing or orally as confidential or information which either party knows or ought to reasonably know is confidential, proprietary or trade secret information of Printprocol Pty Ltd.
18. Assignment. This Agreement is not assignable without knowledge of Printprocol Pty Ltd.
19. Force Majeure. Printprocol Pty Ltd is not liable for any failure to perform, where, in Printprocol Pty Ltd’s sole judgment, such performance is impracticable (commercially or otherwise), or where such failure to perform is due to an act of God, act of governmental authorities, fire, earthquake, or other natural disasters, epidemics, labor dispute, shortages, accident, insurrection, war, terrorism, or other causes beyond the reasonable control of, or without the fault of Printprocol Pty Ltd or which would cause Printprocol Pty Ltd to incur expense to avoid.
20. Severability. Either party’s failure to enforce any term or condition in this agreement shall not be construed as a waiver of any right available to either party hereunder. Buyer is unable to sever contract.
21. Terms of Trade. These conditions of credit should be read in conjunction with the Terms of Trade which also form an agreement between the Buyer (also known as the “Client” in the terms of trade), and the directors and person who makes this credit agreement is held as the Guarantor in the terms of trade.
22. Contacts. For all inquiries, contact Printprocol Pty Ltd.
PRINTPOCOL PTY LTD HAS NO OBLIGATION TO THE BUYER WHATSOEVER. THESE CONDITIONS CAN CHANGE AT ANY TIME, CAN BE ENFORCED RETROACTIVLY AND ARE INTERPRETED ACCORDING TO THE DIRECTORS OF PRINTPROCOL PTY LTD. ANY CHANGES ARE ENFORCED ON ANY OPEN INVOICES, OVERDUE ACCOUNTS AND OVERDUE PAYMENTS, COMLETLY RETROSPECTVLY. ANY TERMS CAN CHANGE AT ANY TIME FOR ANY REASON, AS BY PRINTPROCOL PTY LTD. ALTERNATE TERMS MUST BE AGREED TO BY ALL DIRECTORS OF PRINTPROCOL PTY LTD, OTHERWISE THESE ARE THE ULTIMATE CONDITIONS FOR ANY TRADE WITH PRINTPROCOL, ALONG WITH ANY ADDITIONS, REVISIONS, OR OMISSIONS AS DECIDED BY PRINTPROCOL. PRINTPROCOL IS NOT HELD FOR ANY ACTION TAKEN AGAINST IT, JUDGEMENTS RULED AGAINST IT, OR ANY DECISIONS OR WHATEVER IT DEEMS NON-OBLIGATED TO. PRINTPROCOL IS NOT OBLIGATED TO ANY PARTY OR PARTIES IT DEEMS AT ANY TIME. THESE CONDTIONS ARE ISSUED IN CONJUNCTION WITH TERMS OF TRADE.