| Terms and Conditions |
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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; and |
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“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 50% 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 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. |
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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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