(a) “The Company” means the entity stated in the Application for Credit and any related body corporate as defined in the Corporations Act 2001 (Cth) and its successors and assigns.
(b) “Client” means the entity stated in the Application for Credit, its successors and assigns and any other person offering to contract with the Company on these terms and conditions and including, where such person is acting in the course of employment, such person’s employer.
2. Agents 2.1 The Company shall be at liberty to retain any of its authorised agents or any other entity it sees fit and at the sole discretion of the Company to carry out work on behalf of the Client and the Client consents to disclosure of information about the Client or its contacts to these agents.
3. Risk 3.1 Risk in all goods supplied by the Company passes to the client at the time that the Client or its nominated agent collects the goods, or if the Company elects to post or arrange delivery of the goods immediately at the time the goods leave the Company’s premises. It is the Client’s responsibility to ensure these goods are insured and covered for their time in transit.
3.2 Risk shall at all times thereafter remain with the Client unless the Company retakes possession of the goods in accordance with clause 4 of this Agreement.
3.3 The Company will not be responsible for any delay in delivery of any goods, where any such delay occurs the Company may deliver the goods at any subsequent time and the Client must accept and pay for them in accordance with this Agreement.
4. Title of Property 4.1 In relation to goods supplied to the Client, ownership and property in the goods vests absolutely with the Company and does not pass to the Client UNTIL the Client: (a) Pays for the goods in full; and
(b) Pays in full all other monies owing or unpaid by the Client to the Company including monies in respect of goods previously or subsequently supplied to the Client by the Company and all monies owing in accordance with this Agreement.
4.2 In relation to goods supplied to the Client for which payment in full has not been received: (a) The relationship between the Client and the Company shall be fiduciary;
(b) The Client will hold those goods as bailee for the Company;
(c) Where the Client sells those goods, the Client does so as fiduciary agent of the Company;
(d) When new goods or objects are formed with the Company’s goods into other products or the goods are affixed to other objects, the Company will be given full ownership of such new goods or objects;
(e) Where the goods are disposed of, the monies resulting from the disposal and all other proceeds received in respect of the goods, including insurance proceeds will be kept separately in trust for the Company;
(f) The Client may only dispose of the goods in the ordinary course of its business on commercially reasonable terms;
(g) The Client undertakes that until it delivers the goods to a third party, it will store the goods on its premises separately from its own goods, or those of any other person, and in a manner which makes the goods readily identifiable as the Company’s goods
4.3 To protect its security interest in goods supplied to the Client until payment in full is received, the Company may choose to register this Agreement under the Personal Property Securites Act 2009 and the Client agrees to do all things necessary to facilitate such registration.
4.4 The value of the product range can be between $10 AUD and $3,000,000.
4.5 Adpost trade as Adpost Online Pty Ltd.
5. Access 5.1 The Client irrevocably permits the Company or any person authorised by the Company in writing, upon giving reasonable notice to enter the Client’s premises or at premises where the goods are reasonably believed by the Company to be held on the Client’s behalf for the purpose of examining or recovering the goods. The Client also agrees to indemnify and hold the Company harmless for costs of removal, enforcement, and legal action in respect of the removal of any goods the subject of this Agreement on an indemnity basis.
6. Transactions contemplated by this Agreement 6.1 The Company’s tender of delivery of goods and services under this Agreement is a condition of the Client’s duty to accept the goods or services provided and, unless otherwise agreed, the Client’s duty to pay for them.
7. Disputes 7.1 If the Client alleges any goods sold or services supplied by the Company are faulty or defective or disputes the Invoices the Company has issued, the Client must notify its reasons in writing to the Company within 14 days of the Invoice date, failing which the Client loses any right to dispute the quality or quantum of the goods and/or services and shall be taken to have acknowledged the Invoice(s).
8. Whole Agreement 8.1 This Agreement embodies the whole agreement between the parties and, subject to the express terms contained in any written acceptance thereof, all previous dealings, representations and arrangements are hereby excluded and cancelled.
9. Payment 9.1 The Client agrees to pay all amounts due in clear funds no later than 30 days from the date of invoice. The Client agrees that if it fails to pay in accordance with this clause, the Company is entitled to: (a) Charge a late payment fee calculated at 5% on all amounts outstanding and paid after the due date;
(b) Charge interest on debts calculated at 20% per annum from time to time;
(c) Charge a dishonour handling fee in the amount of $95.00;
(d) Recover all costs and expenses incurred in trying to recover monies owing under this clause, including collection and legal costs on an indemnity basis;
(e) Withhold supply of further goods;
(f) Sue for the money owing on the goods or services provided together with charges, interest and costs in accordance with this Agreement.
9.2 Where this Agreement has been entered into by more than one party each party shall be jointly and severally liable for the due performance of all obligations hereunder, including payment of all monies owing in accordance with clause 9.1 above.
9.3 EFT payment preferred by using account. (a) If payment is made by Visa or Mastercard credit card the Company shall be entitled to charge a 2% credit card surcharge.
(b) If payment is made by AMEX credit card the Company shall be entitled to charge a 3.5% credit card surcharge.
10. Default 10.1 If the Client: (a) Fails to pay for any goods or services on the due date; or
(b) Otherwise breaches this Agreement and fails to rectify such breach within seven days after being given notice to do so; or
(c) Cancels or purports to cancel delivery of goods or services; or
(d) Commits an act of bankruptcy or allows a trustee in bankruptcy or receiver and manager to be appointed to the Client or any of its property; or
(e) Allows a judgment or order to be enforced or become enforceable against the Client’s property; or
(f) Permits proceedings to be commenced to wind the Client up or controller, receiver, administrator, liquidator or similar officers appointed to the Client in respect of any part of its property;
then the Client will be in default. The Company may enter upon the Client’s premises (doing all that is necessary to gain access) where goods supplied under this Agreement are situated at any time and re-take possession of any or all of the goods the Company has supplied to the Client and:
(a) Resell the goods concerned;
(b) Terminate the agreement; and
(c) Sue for any monies owing including all monies owing in accordance with clause 9.1 above.
10.2 The Client and the Guarantor jointly and severally acknowledge and agree that the Company is authorised to contact a credit reporting agency throughout the term of the Agreement to obtain a report about the creditworthiness of either the Client or the Guarantor or both.
10.3 The Client and the Guarantor jointly and severally authorise the Company to engage in the exchange of information with a credit reporting agency or with other such parties as are necessary to give effect to this Agreement and to the ongoing relationship between the parties hereto.
10.4 The Company reserves the right to report a Client’s delinquent account to a credit reporting agency should payment remain outstanding for more than 60 days.
10.5 The Company may refer any outstanding account and any monies owing in accordance with clause 9.1 above for debt collection to recover same. Should a debt collection agency be engaged by the Company the Client acknowledges and agrees to pay debt collection charges to be calculated at not less than 20% plus GST calculated on the all amounts outstanding and will be incurred on the day the Company refers the matter to their nominated debt collection agency. The client shall also be liable for all costs associated with such action on an indemnity basis.
10.6 Additionally or in the alternative the Company may issue legal proceedings to recover any outstanding account and any monies owing in accordance with clause 9.1 above and the Client shall be liable for all of the Company’s costs and expenses incurred on an indemnity basis.
11. Charge 11.1 The Client charges in favour of the Company any land that it owns (or acquires after the date of this agreement) as security for any and all monies owing to the Company from time to time and hereby authorises and consents to the Company registering a caveat over the land and the Client agrees to do all things necessary to facilitate such registration.
12. Right to amend terms and conditions 12.1 The Company reserves the right to amend this Agreement by giving the Client notice in writing of the amendment(s) to the Client’s address as specified in this Agreement or as notified by the Client from time to time. The Client is deemed to accept any amendment(s) unless it notifies the Company in writing within seven days of its objection to the proposed amendment(s).
13. Set-off 13.1 The Client agrees that:
(a) The Company may set-off any credit amount that the Company owes to the Client against any debt due by the Client to the Company at the Company’s sole discretion;
(b) The Client is not entitled to withhold payment of any money in respect of any alleged set-off or claim the Client might have against the Company.
14. Severance and Waiver 14.1 If any part of this agreement is found to be void, unlawful, or unenforceable then that part will be deemed to be severed from the agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
14.2 Any failure by the Company to enforce any of the provisions of this Agreement shall not be construed as a waiver of such provision or any other provision hereof unless expressly in writing and signed by an authorised representative of the Company.
15. Jurisdiction 15.1 The agreement shall be deemed to have been made in New South Wales and shall be interpreted in accordance with the Laws of New South Wales, Australia, and the parties submit to the exclusive jurisdiction of the New South Wales Courts.
16. Consumer Credit Code 16.1 The Client and Guarantors declare that the credit to be provided is to be applied wholly or predominantly for business purposes and not for personal, domestic or household purposes.
17. Limitation of Liability
17.1 To the extent permitted by law the Company shall not be liable to the Client or any third party under any circumstances for any loss of profit, interruption to business, injury or death to any person, or for any indirect, incidental or consequential loss and damage sustained or incurred by the Client, whether such liability arises directly or indirectly as a result of;
(a) Any breach by the Company of its obligations under this Agreement;
(b) The supply, performance or use of any goods or services;
(c) Any negligent act or omission or wilful misconduct on the part of the Company or an agent.
18.1 All warranties and conditions which may by law be excluded are expressly excluded. Where such warranties or conditions cannot be excluded, modified or restricted the Company’s liability will be limited, at its option, to;
(a) In the case of goods – the repair of the goods, the replacement of the goods or resupply of equivalent goods, or payment of the reasonable cost repairing the goods.
(b) In the case of services – the resupply of the services, or payment of the reasonable cost of resupplying the services.
All our products are manufactured to your specific artwork, design or instruction and once produced cannot be re-stocked.
We will replace items with manufacturing defects caused by us or there are errors or omissions that were not in the art you approved.
We do not refund or replace items if you have changed your mind, or if there are errors or omissions in the art you have approved.
Goods will normally be dispatched within 5 – 7 working days from art approval and after dispatch should arrive within 2 – 10 business days depending on your location, longer for International orders.
Please ensure you enter the correct delivery address and, for courier or freight carrier deliveries, ensure that someone is available at the delivery address to accept delivery. Consignments that are returned to us for any reason will incur a re-dispatch fee. Subject to our Returns Policy, freight charges paid for the original dispatch are not refundable.
We use Australia Post, TNT as well as other carriers at our sole discretion . The carrier used for any particular order will be selected based on price and service type.
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