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| JUICE PROMOTIONS AUSTRALIA |
| ABN 60 922 180 866 |
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| CONDITIONS OF SALE |
| “CONDITIONS” |
| [D & A AUSTRALIA PTY LTD TRADING AS JUICE PROMOTIONS AUSTRALIA ] |
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| APPLICATION |
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These Conditions relate to the ordering, delivery and
supply of promotional products by D & A Australia Pty Ltd
(trading as Juice Promotions Australia).
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In these Conditions a reference to: |
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"we" and "us" means D & A Australia Pty Ltd trading
as Juice Promotions Australia |
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"you" means the customer specified in the order placed
on us to which these Conditions relate; |
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and "Products" means the products which are the subject of
the order placed by you. |
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| ORDERS |
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Any order placed by you on us for the supply of
Products specified in the order will be subject to these
Conditions. We will rely on orders (and other communications)
purporting to be sent to us from you by email or
facsimile and you must indemnify us for any loss we incur
by doing so. |
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Any order placed by you on us for the supply of
Products specified in the order will be subject to these
Conditions. |
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Your order should be accompanied by the
specifications for the Products referred to in the order.
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We are not obliged to accept any order you place on us.
Our acceptance of your order will be communicated by us
giving you the Initial Invoice for the order.
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Unless you have established a credit account with us,
we are not obliged to source any Product for you or
supply Products until the Initial Invoice is paid |
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Once we have accepted your order and payment of
the Initial Invoice is received by us, we will use our
reasonable endeavours to supply your order within the
time you require. |
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We will supply Products in accordance
with the specifications contained in the accepted order. |
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You are not entitled to cancel or vary your
order without our written consent. If we give our consent
it may be given subject to conditions including the
payment to us of all extra costs we incur (including but
not limited to additional transport, storage or packing
costs). Any cancellation or variation will only be binding
on us if notified to us and agreed in writing. |
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| DELIVERY |
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We will deliver the Products ordered by
you to the address specified in your order. |
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We will not be liable to you for any delay in
delivery or failure to deliver any Products ordered by you. |
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| RETURN OF GOODS |
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We will make every effort to ensure that
the Products supplied to you match the specifications
attached to your order or the samples on which your
order is based. However, the nature of the Products is
such that minor variations in colour, size, quantity or
quality are likely to occur. We accept no responsibility for
these things or other minor non-conformance with
specifications or samples and you are not entitled to
return the Products or claim any compensation in these
circumstances. |
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If you assert that the Products we deliver
to you do not substantially conform with the Products you
ordered you must notify us in writing within seven days of
delivery of the Products. If you do not do this the Products
delivered will be deemed to have conformed with the
Products you ordered. |
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When we receive written notice of
substantial non conformance from you in accordance with
clause 4.1, we will inspect the Products delivered. We will
accept return of Products that do not substantially
conform with the Products ordered - but not otherwise. |
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| PRICE |
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The price at which Products will be
supplied to you will be the price stated in our price list, or
in the specific quotation given to you, which is current at
the time we receive your order. |
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All prices quoted by us exclude GST or any
other applicable tax or levy. These will be charged to you in addition to the purchase price. These amounts will be
itemised on the invoice which will accompany the
Products delivered to you.
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Product prices will be specified and will be
payable in Australian Currency, unless otherwise agreed in
writing. |
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| INVOICES |
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Our invoices will describe the type and
quantity of Products delivered, the total purchase price
(including GST and any other applicable tax or levy) less
any payment previously made. |
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This invoice will also detail any other
charges related to agreed changes to your order, made
after your order has been accepted. |
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| PAYMENT |
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We will invoice you for a deposit of the
price for the Products ordered by you on acceptance of
your order (Initial Invoice). |
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Unless you have a current credit account
we will invoice you and you must pay: |
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(a)the Initial Invoice on receipt; and |
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(b)the balance of the price (for the Products
ordered by you) prior to us delivering them to you. |
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If you have a current credit account with
us payment of any invoice must be made within 30 days
of the invoice. |
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If you fail to pay us any amount by the
due date for payment we may recover from you interest
on the unpaid amount at the rate equal to the aggregate
of the overdraft rate set by the Australian New Zealand
Banking Group Limited from time to time plus 3%.
Interest is payable from the due date until payment has
been made in full. Interest is calculated on a daily basis. |
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If you fail to pay us any amount by the
due date you will also pay us all costs, fees, charges and
disbursements including collection agency commissions
and solicitor-client costs incurred by us in recovering the
amount due. |
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If you pay an invoice with a cheque which
is not met on presentation then, in addition to reimbursing
us for all bank fees which we incur, you will also pay
us an administration of $15 each time we present the
cheque. |
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| RISK AND TITLE |
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Property and risk in Products ordered by
you passes to you on the earlier of us notifying you that
the Products are ready for delivery or actual delivery. You
are responsible for insuring them from that point in time. |
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| LIABILITY LIMITATION |
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Terms and conditions and warranties
implied by law which cannot be excluded, restricted or
modified apply to these Conditions to the extent required
by that law. |
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We exclude to the extent permitted by law
all other terms, conditions and warranties which might be
applied into these Conditions. |
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To the extent permitted by law our sole
liability for breach of contract, breach of statutory duty,
negligence or other tort is limited at our option to
supplying the Products again or the payment of the cost
of having the Products supplied again. |
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You do not rely on any representation,
warranty or other provision made by us or on our behalf
which is not expressly stated in these Conditions. |
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We are not liable to you or anyone
claiming through you for any damages, (whether direct,
indirect, general, special or consequential) from any cause
apart from liability as set out in this clause 8. |
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| INTELLECTUAL PROPERTY RIGHTS |
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If, in your order, you have requested us to
apply artwork (which may include a design or logo) to the
Products you want us to supply or to supply a Product
built to a drawing supplied by you then you warrant,
represent and undertake to us that, at the time we accept
and deliver your order that: |
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the artwork or drawing is original and will not
infringe the intellectual property rights (eg trade marks,
designs and/or patents) or any other proprietary rights (eg
confidential information) of any third party; |
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the artwork is not defamatory; |
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your conduct in making available the Products
with the design on them or in accordance with the drawing will not constitute passing off, unfair competition,
misleading conduct, deceptive conduct, a breach of
confidence or an invasion of privacy; |
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you are authorised to supply the artwork or
drawing to us; |
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you are not aware of any legal proceedings or
claims by any third party alleging that the artwork or
drawing infringes the intellectual property rights of any
third party. |
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We have the right, to confirm your right
to use third party artwork, drawings, intellectual property
rights, logos, trademarks etc. by contacting the apparent
owner of those things. |
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You agree to indemnify us from and
against all actions that may be asserted or brought against
us as a result of the breach of the representation warranty
or undertaking contained in this clause 10. |
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| SAMPLE APPROVAL |
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If you ask us to apply artwork to a
Product ordered by you then you must provide us with a
sample of the artwork in the format (jpeg, gif, eps etc) we
request. |
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We may arrange for a sample of the
Product ordered by you to be produced and presented to
you for approval. You must give approval within seven
days of presentation and if you do not the sample will be
deemed to have been approved. |
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Once you give, or are deemed to have
given, approval then we will not be responsible if you want
to change the artwork applied to the sample or the
drawing on which the sample is based or if an error in the
artwork or drawing manifests itself. |
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We will rely solely on your acceptance of
the sample and will not subject the sample to any other
inspection or checks. |
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| ENTIRE AGREEMENT |
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These Conditions constitute the entire
conditions of the agreement between us relating to the
supply of the Products described in your order. You agree
that none of the terms which you forward to us with your
order will form part of that agreement or any other offer
you make to us in relation to the supply of Products. These
Conditions will always take precedence over those terms. |
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No agreement to modify these Conditions
is to be binding on us unless it is in writing and signed by
one of our duly authorised officers. |
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| NOTICES |
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Any notice given pursuant to these
Conditions must be in writing and must be delivered or
sent by pre-paid mail or facsimile to the address or number
specified by the recipient as the address or number at
which notices may be given. |
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Our address for the purpose of notices is:
Suite 12, 5-9 Munni Street Newtown, NSW 2042 or
deemed in the current Sydney White Pages Telstra
Directory. |
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The address and facsimile number at
which we may give notices to you is specified on your
order. |
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| GENERAL |
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You must not assign the benefit of an
order which you place with us without our prior written
consent. |
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Neither of us is liable to the other for any
delay or failure to perform obligations to the extent that
the delay or failure is due to a cause beyond that party's
reasonable control. |
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If any provision of these Conditions is
deemed to be unlawful or unenforceable the provision
may be severed from these Conditions and the remaining
provisions will remain in full force and effect. |
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A failure of us to enforce any right or
remedy under these Conditions does not then constitute a
waiver of any such right or other right. |
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The law of New South Wales governs
these Conditions. Each party submits to the non exclusive
jurisdiction of the courts of New South Wales. |
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| Changes to these Terms and Conditions |
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These terms and conditions may be
changed at any time by us without notice to you. If you
continue to order after such changes, it is deemed that
you have accepted those changes.
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