Terms of Trade
1.1 “Printprocol Pty Ltd” shall mean a New South Wales based private company its successors and assigns or any person acting on behalf of and with the authority of Printprocol Pty Ltd, and this shall supersede inconsistent terms and conditions in documentation submitted by Client to Printprocol Pty Ltd.
1.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorization or other form as provided by Printprocol Pty Ltd to the Client.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis, if not the Client itself.
1.4 “Goods” shall mean Goods supplied by Printprocol Pty Ltd to the Client (and where the context so permits shall include any supply of Services) and are as described on the invoices, quotation, work authorisation or any other forms as provided by Printprocol Pty Ltd to the Client.
1.5 “Services” shall mean all Services supplied by Printprocol Pty Ltd to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the price payable for the Goods as agreed between Printprocol Pty Ltd and the Client in accordance with clause 3 of this contract.
2.1 Any instructions received by Printprocol Pty Ltd from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by Printprocol Pty Ltd shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of Printprocol Pty Ltd.
2.4 The Client shall give Printprocol Pty Ltd not less than fifteen (15) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by Printprocol Pty Ltd as a result of the Client’s failure to comply with this clause.
3. Price and Payment
3.1 At Printprocol Pty Ltd’s sole discretion the Price shall be either: (a) as indicated on invoices provided by Printprocol Pty Ltd to the Client in respect of Goods supplied; or (b) Printprocol Pty Ltd’s quoted Price (subject to clause 3.2)
3.2 Printprocol Pty Ltd reserves the right to change the Price in the event of a variation to Printprocol Pty Ltd’s quotation.
3.3 When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in Printprocol Pty Ltd’s opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described may be charged to the Client and shown as extras on the invoice.
3.4 At Printprocol Pty Ltd’s sole discretion a deposit may be required.
3.5 At Printprocol Pty Ltd’s sole discretion: (a) payment shall be due on delivery of the Goods; or (b) payment shall be due before delivery of the Goods.
3.6 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due on the date of the invoice.
3.7 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (plus a surcharge of three percent (3%) of the Price, by Mastercard, Visa or American Express), or by direct credit, or by any other method as agreed to between the Client and Printprocol Pty Ltd.
3.8 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4. Delivery Of Goods
4.1 At Printprocol Pty Ltd’s sole discretion delivery of the Goods shall take place when: (a) the Client takes possession of the Goods at Printprocol Pty Ltd’s address; or (b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by Printprocol Pty Ltd or Printprocol Pty Ltd’s nominated carrier).
4.2 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then Printprocol Pty Ltd shall be entitled to charge a fee for redelivery.
4.3 Printprocol Pty Ltd is under no obligation to provide samples of Goods ordered other than by computerized sample. Printprocol Pty Ltd will take no responsibility for any variation between virtual samples and either the virtual sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be shown on the final invoice.
4.4 While every effort will be taken by Printprocol Pty Ltd to match PMS colours, Printprocol Pty Ltd will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.
4.5 When style, type or layout is left to Printprocol Pty Ltd’s judgment if the Client requests further alterations to the copy this will be invoiced as an extra.
4.6 Printprocol Pty Ltd shall not be held liable for inks wearing off through general wear and tear.
4.7 Whilst every effort will be taken by Printprocol Pty Ltd, Printprocol Pty Ltd is not responsible for the artistic or creative elements of a Client’s supplied artwork not printing as expected by the Client. Where there are any concerns, it is the Client’s responsibility to seek advice and consult Printprocol Pty Ltd beforehand.
4.8 The failure of Printprocol Pty Ltd to deliver shall not entitle either party to treat this contract as repudiated.
4.9 Printprocol Pty Ltd shall not be liable for any loss or damage whatever due to failure by Printprocol Pty Ltd to deliver the Goods (or any of them) promptly or at all.
5.1 If Printprocol Pty Ltd retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Printprocol Pty Ltd is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Printprocol Pty Ltd is sufficient evidence of Printprocol Pty Ltd’s rights to receive the insurance proceeds without the need for any person dealing with Printprocol Pty Ltd to make further enquiries.
6. Proof Reading
6.1 Whilst every care is taken by Printprocol Pty Ltd to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods. Printprocol Pty Ltd shall be under no liability whatever for any errors made by the Client in the final proof reading.
7.1 Printprocol Pty Ltd and Client agree that ownership of the Goods shall not pass until: (a) the Client has paid Printprocol Pty Ltd all amounts owing for the particular Goods; and (b) the Client has met all other obligations due by the Client to Printprocol Pty Ltd in respect of all contracts between Printprocol Pty Ltd and the Client.
7.2 Receipt by Printprocol Pty Ltd of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Printprocol Pty Ltd’s ownership or rights in respect of the Goods shall continue.
7.3 It is further agreed that: (a) where practicable the Goods shall be kept separate and identifiable until Printprocol Pty Ltd shall have received payment and all other obligations of the Client are met; and (b) until such time as ownership of the Goods shall pass from Printprocol Pty Ltd to the Client Printprocol Pty Ltd may give notice in writing to the Client to return the Goods or any of them to Printprocol Pty Ltd. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and (c) Printprocol Pty Ltd shall have the right of stopping the Goods in transit whether or not delivery has been made; and (d) if the Client fails to return the Goods to Printprocol Pty Ltd then Printprocol Pty Ltd or Printprocol Pty Ltd’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and (e) the Client is only a bailee of the Goods and until such time as Printprocol Pty Ltd has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for Printprocol Pty Ltd; and (f) the Client shall not deal with the money of Printprocol Pty Ltd in any way which may be adverse to Printprocol Pty Ltd; and (g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of Printprocol Pty Ltd; and (h) Printprocol Pty Ltd can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and (i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that Printprocol Pty Ltd will be the owner of the end products.
8. Client’s Disclaimer
8.1 The Client hereby disclaims any right to rescind, or cancel any contract with Printprocol Pty Ltd or to sue for damages or to claim restitution arising out of any misrepresentation made to the Client by Printprocol Pty Ltd and the Client acknowledges that the Goods are bought relying solely upon the Client’s skill and judgment.
9.1 The Client shall inspect the Goods on delivery and shall within two (2) days of delivery (time being of the essence) notify Printprocol Pty Ltd of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Printprocol Pty Ltd an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Printprocol Pty Ltd has agreed in writing that the Client is entitled to reject, Printprocol Pty Ltd’s liability is limited to either (at Printprocol Pty Ltd’s discretion) replacing the Goods or repairing the Goods, except where the Client has acquired Goods as a consumer within the meaning of the Trade Practices Act 1974 (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.
10.1 Goods will not be accepted for return.
11. The Commonwealth Trade Practices Act 1974 (“TPA”) and Fair Trading Acts (“FTA”)
11.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
12.1 For Goods not manufactured by Printprocol Pty Ltd, the warranty shall be the current warranty provided by the manufacturer of the Goods. Printprocol Pty Ltd shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods. No warranty is provided by Printprocol Pty Ltd.
13. Intellectual Property
13.1 Where Printprocol Pty Ltd has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in Printprocol Pty Ltd, and shall only be used by the Client at Printprocol Pty Ltd’s discretion.
13.2 The Client warrants that all designs or instructions to Printprocol Pty Ltd will not cause Printprocol Pty Ltd to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Printprocol Pty Ltd against any action taken by a third party against Printprocol Pty Ltd in respect of any such infringement.
14. Default & Consequences of Default
14.1 Interest may be charged at 25%pa and at such a rate after as well as before any judgment.
14.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify Printprocol Pty Ltd from and against all costs and disbursements incurred by Printprocol Pty Ltd in pursuing the debt including legal costs on a solicitor and own client basis and Printprocol Pty Ltd’s collection agency costs.
14.3 Without prejudice to any other remedies Printprocol Pty Ltd may have, if at any time the Client is in breach of any obligation (including those relating to payment), Printprocol Pty Ltd may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. Printprocol Pty Ltd will not be liable to the Client for any loss or damage the Client suffers because Printprocol Pty Ltd has exercised its rights under this clause.
14.4 If any account is overdue then an administration fee of ninty ($90.00) per hour shall become immediately due and payable.
14.5 Without prejudice to Printprocol Pty Ltd’s other remedies at law Printprocol Pty Ltd shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Printprocol Pty Ltd shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to Printprocol Pty Ltd becomes overdue, or in Printprocol Pty Ltd’s opinion the Client will be unable to meet its payments as they fall due; or (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15. Security and Charge
15.1 Despite anything to the contrary contained herein or any other rights which Printprocol Pty Ltd may have howsoever: (a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to Printprocol Pty Ltd or Printprocol Pty Ltd’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that Printprocol Pty Ltd (or Printprocol Pty Ltd’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met. (b) should Printprocol Pty Ltd elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify Printprocol Pty Ltd from and against all Printprocol Pty Ltd’s costs and disbursements including legal costs on a solicitor and own client basis. (c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Printprocol Pty Ltd or Printprocol Pty Ltd’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 15.1.
16.1 Printprocol Pty Ltd may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Printprocol Pty Ltd shall repay to the Client any sums paid in respect of the Price. Printprocol Pty Ltd shall not be liable for any loss or damage whatever arising from such cancellation.
16.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by Printprocol Pty Ltd (including, but not limited to, any loss of profits) up to the time of cancellation.
17. Privacy Act 1988
17.1 The Client and/or the Guarantor/s agree for Printprocol Pty Ltd to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by Printprocol Pty Ltd.
17.2 The Client and/or the Guarantor/s agree that Printprocol Pty Ltd may exchange information about the Client and the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes: (a) to assess an application by Client; and/or (b) to notify other credit providers of a default by the Client; and/or (c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or (d) to assess the credit worthiness of Client and/or Guarantor/s.
17.3 The Client consents to Printprocol Pty Ltd being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
17.4 The Client agrees that personal credit information provided may be used and retained by Printprocol Pty Ltd for the following purposes and for other purposes as shall be agreed between the Client and Printprocol Pty Ltd or required by law from time to time: (a) provision of Goods; and/or (b) marketing of Goods by Printprocol Pty Ltd, its agents or distributors in relation to the Goods; and/or (c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to provision of Goods; and/or (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Client; and/or (e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Goods.
17.5 Printprocol Pty Ltd may give information about the Client to a credit reporting agency for the following purposes: (a) to obtain a consumer credit report about the Client; and/or (b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
18.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales.
18.3 Printprocol Pty Ltd shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Printprocol Pty Ltd of these terms and conditions.
18.4 In the event of any breach of this contract by Printprocol Pty Ltd the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
18.5 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by Printprocol Pty Ltd.
18.6 Printprocol Pty Ltd may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
18.7 Printprocol Pty Ltd reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which Printprocol Pty Ltd notifies the Client of such change.
18.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
18.9 The failure by Printprocol Pty Ltd to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Printprocol Pty Ltd’s right to subsequently enforce that provision.
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 TERMS ARE ISSUED IN CONJUNCTION WITH CONDITIONS OF CREDIT.