Version: January 2016
- This Agreement applies to every sale by Printing Brisbane, unless Printing Brisbane agrees otherwise in writing.
- Any written quotation provided by Printing Brisbane to the Customer concerning the proposed supply of goods or services is:
- valid for 14 days from the date of the quotation; and
- not an offer to sell, and no order placed by the Customer in response to any quotation will bind Printing Brisbane until such order is accepted by Printing Brisbane.
- This Agreement is accepted by the Customer once the Customer places an order with Printing Brisbane. No cancellation or suspension of an order (or any part of an order) by the Customer is binding on Printing Brisbane after that order has been accepted by Printing Brisbane.
- This Agreement is accepted by Printing Brisbane when Printing Brisbane confirms its acceptance of an order in writing or electronic means or provides the Customer with the goods or services.
- All quotations are subject to withdrawal or variation by Printing Brisbane at any time prior to Printing Brisbane’s acceptance of an order by notice in writing to the Customer.
Pricing structure for goods and services
- Prices quoted, whether in a price list, by written quotation or verbally, for the supply of goods and services, either include GST of need GST added to the price (as stated).
- Pricing includes the cost of delivery of the goods to the Customer, unless otherwise specified.
- Quotations are based on the cost of production prevailing at the date of the quotation, and are subject to variation on or after acceptance of any order placed in reliance upon such quotation, to meet any rise or fall in such costs incurred, including a request from the Customer to vary the order. Printing Brisbane will notify the Customer of any such variation.
Terms and Conditions of Supply
- Printing Brisbane’s standard payment option for all customers is pre-payment in full, prior to the commencement of any print work or services. Other payment terms may be offered at the discretion of Printing Brisbane and are subject to a satisfactory credit check.
- Payment bycheque is not deemed made until the proceeds of the cheque have cleared.
- Printing Brisbane may amend any payment terms upon giving written notice to the Customer.
- Printing Brisbane accepts payment by Visa or Mastercard without penalty fees. Printing Brisbane however reserves the right to charge penalty fees if the agreed payment terms are not met.
What happens if a customer doesn’t pay?
- If the Customer does not pay an invoice (in full) by the due date, then all moneys which would become payable by the Customer to Printing Brisbane at a later date on any account, will become immediately due and payable without the requirement of any notice to the Customer, and Printing Brisbane may, without prejudice to any other remedy available to Printing Brisbane:
- charge the Customer interest on any sum due at the prevailing rate plus 4 per cent for the period from the due date until the date of payment in full;
- charge the Customer for, and the Customer must indemnify Printing Brisbane from, all costs and expenses (including all legal costs and expenses) incurred by Printing Brisbane resulting from the non-payment or in taking action to enforce compliance with this Agreement or to recover any goods;
- cease or suspend for such period as Printing Brisbane think fit, supply of any further goods or services to the Customer;
- by notice in writing to the Customer, terminate this Agreement or any contract with the Customer, without affecting Printing Brisbane’s accrued rights under any contract.
When does legal title to the goods pass to the Customer?
- Until full payment in cleared funds is received by Printing Brisbane for all goods supplied by Printing Brisbane to the Customer:
- title and property in all goods remain vested in Printing Brisbane and do not pass to the Customer;
- the Customer must hold the goods as fiduciary bailee and agent for Printing Brisbane;
- the Customer must keep the goods separate from the Customer’s other goods and maintain Printing Brisbane’s labelling and packaging; and
- Printing Brisbane may without notice, enter any premises where Printing Brisbane suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not being Printing Brisbane’s property, and for this purpose the Customer irrevocably licences Printing Brisbane to enter such premises and also indemnifies Printing Brisbane from and against all costs, claims, demands or actions by any party arising from such action.
- Where payment is not made on or before the due date or if an Insolvency Event occurs:
- If an Insolvency Event occurs and the goods which have not been paid for in part or in full are mixed with the goods that have been paid for, then the Customer bears the onus of proving that the Printing Brisbane goods in its possession (whether mixed with other goods or not) have been paid in full by the Customer. If the Customer is unable to prove, to the satisfaction of Printing Brisbane that the goods identified as Printing Brisbane goods have been paid for in full, then those goods shall be deemed to relate to unpaid invoices outstanding from time to time and are deemed to be the property of Printing Brisbane. Printing Brisbane reserves the right to repossess those goods without having to prove that the goods relate to specific unpaid invoices outstanding at the time of repossession.
- Printing Brisbane may terminate any contract relating to goods at any time and without prejudice to any other rights it may have against the Customer; and
- the Customer shall, should Printing Brisbane so require, deliver up to Printing Brisbane any goods which have not been paid for in full failing which Printing Brisbane is hereby irrevocably authorised to enter at any time by its servants or agents the place where the goods are situated and to repossess the goods, and to remove the goods from any vessel, vehicle, or other place whether or not they have at any such time become fixed to any vessel, vehicle, thing or place and for this purpose Printing Brisbane is hereby appointed the Customer’s agent. The Customer agrees to indemnify Printing Brisbane and keep Printing Brisbane indemnified against all costs incurred by Printing Brisbane in removing the goods and against all claims against Printing Brisbane in removing the goods and arising from such removal.
- Notwithstanding the provisions of the preceding sub-clauses the Customer may sell the goods to a third party (in its own name and not as agent for the seller) by way of bona fide sale at full market value and in the ordinary course of business and deliver them to that party provided however that if an Insolvency Event occurs and until the goods have been paid in full to Printing Brisbane:
- where the Customer is paid by that third party the Customer holds the whole value of the proceeds of sale on trust for Printing Brisbane and shall not mingle any of the proceeds of sale with the Customer’s own monies or in any bank account with other monies, but shall ensure that all such receipts of sale are separate and identifiable. Moreover, the Customer shall on receipt of the proceeds of sale remit to Printing Brisbane all monies owing under this Agreement in accordance with Printing Brisbane’s terms of payment;
- where the Customer is not paid by that party the Customer agrees, at the option of Printing Brisbane, to assign its claim against that party to Printing Brisbane. For the purpose of giving effect to this sub-clause the Customer irrevocably appoints Printing Brisbane as its attorney.
- In consideration for Printing Brisbane supplying goods to the Customer under this Agreement, the Customer:
- agrees to treat the security interest created under this Agreement as a continuing and subsisting security interest in the relevant goods with priority over
any registered or unregistered general (or other) security and any unsecured creditor (even if the goods become fixtures before paid for in full);
- grants to Printing Brisbane a purchase money security interest (‘PMSI’) as defined in the Personal Property Securities Act 2009 (Cth) (‘PPSA’) in goods supplied;
- agrees that the PMSI granted herein will continue to apply to any goods coming into existence or proceeds of sale of goods or goods coming into existence;
- agrees that the PMSI has attached to all goods now or in the future supplied to the Customer by Printing Brisbane; and
- agrees, until title in the goods pass to it, to keep all the goods free and ensure all the goods are kept free of any charge, lien or security interest (as defined in the PPSA) except as created under this Agreement, and not otherwise deal with the goods in a way that will or may prejudice any rights of Printing Brisbane under this Agreement or the PPSA.
- agrees to treat the security interest created under this Agreement as a continuing and subsisting security interest in the relevant goods with priority over
- Printing Brisbane reserves the right to register a financing statement under the PPSA in respect of the goods. The Customer waives its right to receive a copy of any financing statement, financing change statement or verification statement that is or may be registered, issued or received at any time.
- The Customer irrevocably grants Printing Brisbane the right to enter any premises or property (without notice) and without being in any way liable to Printing Brisbane or any other person if the Customer has cause to exercise any of its rights under the PPSA (and the Customer will indemnify Printing Brisbane against any such liability).
- It is agreed that (to the extent permitted under the PPSA), the Customer hereby waives its rights under sections 95, 96, 117, 118, 120, 121(4), 123, 125, 126, 128, 129, 130, 132, 134, 135, 142 and 143 of the PPSA.
What if the delivery is delayed?
- Any period or date for delivery of goods or provision of services is intended as an estimate only and is not a contractual commitment. Printing Brisbane will use its reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.
- If, through circumstances beyond Printing Brisbane’s control, Printing Brisbane is unable to effect delivery or provision of goods or services, then Printing Brisbane may cancel the Customer’s order (even if it has already been accepted) by notice in writing including electronic means to the Customer.
Can the Customer return or exchange the goods or services?
- While every effort is made to ensure their accuracy, the descriptions, illustrations and material contained in any catalogue, price list, brochure, leaflet, specification sheets or other descriptive materials provided by Printing Brisbane to the Customer represent the general nature of the items described therein and do not form part of any order or agreement and do not constitute a representation or warranty made by Printing Brisbane.
- Printing Brisbane reserves the right to modify the design, drawings or specifications supplied to Printing Brisbane by the Customer which do not materially affect the quality or usage of the goods by the Customer, without notice.
- All prices quoted are for the supply to Printing Brisbane of specified print ready artwork. Should any artwork corrections be required Printing Brisbane reserve the right to make such alterations and request subsequent approval from the Customer to proceed to print. Any charges associated for this artwork correction may be passed to the Customer, subject to prior notification.
- Printing Brisbane will ensure that jobs printed by Printing Brisbane have colour consistency and colour quality certified to documented International standards. However, Printing Brisbane cannot ensure an exact match in colour or texture between the Customer’s artwork (including electronic graphic files or previously printed materials or any other materials supplied by the Customer) and the final delivered goods. The Customer acknowledges and accepts that there are acceptable levels of colour variation from print run to print run, from stock to stock, from back to front and between different printing processes.
- The Customer acknowledges that trimming may vary by up to 1 millimetre from the proof, specification or print job to print job and that such variation will not constitute a fault in the print job.
- Whilst every endeavour will be made to deliver the correct quantity of print items ordered, due to the difficulties of producing exact quantities, Printing Brisbane shall not be liable for delivering incorrect quantities and there will be no adjustment in the price if the quantity variation does not exceed 10% of the quantity specified in the order. The Customer’s remedy, at Printing Brisbane’s sole discretion, will be either a refund of monies paid for the shortage on a pro rata basis or a re-print of the shortage quantity to be undertaken by Printing Brisbane within a reasonable period of time.
- Printing Brisbane will not be liable for any defect in the goods manufactured or supplied by Printing Brisbane which are based in whole or in part upon any designs, drawings or specifications supplied to Printing Brisbane by the Customer.
- Subject to clause 1(a), Printing Brisbane will not be liable for any defects, shortages, damage or noncompliance with the specifications in the Agreement unless the Customer notifies Printing Brisbane in writing with full details within 7 business days of delivery of the goods or provision of the services.
- If the Customer does not give the notice as required in clause 3(a), the Customer is deemed to have accepted the goods or services.
- Subject to clause 2(d), when any defects, shortages, claim for damage or non- compliance with the specifications in the Agreement is accepted, Printing Brisbane may, at its option, replace the defective or missing goods or re-supply the services.
- Printing Brisbane will not accept goods for return that have been altered in any way or have been used.
- Unless Printing Brisbane reasonably agrees that the defects, shortages, damage or non-compliance referred to in clause 3(a) is due to Printing Brisbane’s fault, the Customer must pay all freight charges associated with the return of goods.
- Where delivery is requested by the Customer, to be left at an unattended address, Printing Brisbane will not accept liability for any subsequent issues arising from that delivery. This clause does not affect any other rights pertaining to the goods noted within these terms and conditions.
- If a hard copy colour proof is not requested then Printing Brisbane Print will produce to certified colour standards. Printing Brisbane will not be liable if colour representation fits within these measured standards.
Who owns the intellectual property associated with the goods and services?
- Any Printing Brisbane Materials (and the Intellectual Property subsisting in the Printing Brisbane Materials) provided to the Customer by Printing Brisbane in connection with the goods and services remains Printing Brisbane’s exclusive property and the Customer acknowledges that the Customer has no proprietary right or interest in the Printing Brisbane Materials or Printing Brisbane’s Intellectual Property.
- All Printing Brisbane Materials and Printing Brisbane’ Intellectual Property must be returned to Printing Brisbane on demand and the Customer must not:
- Copy or disclose any Printing Brisbane Materials or Printing Brisbane Intellectual Property to any third party without Printing Brisbane’s express written consent;(b) create, sell, manufacture or process any goods or services which use or take advantage of any Printing Brisbane Materials or Printing Brisbane’s Intellectual Property.
- Where the Customer provides its own materials, data or information including literary and artistic works (Client Materials) for use by Printing Brisbane to fulfil any order, the Customer warrants that:
- The Customer owns (or is licensed to use) the Client Materials and the Intellectual Property in those Client Materials; and
- The use of the Client Materials by Printing Brisbane will not infringe the Intellectual Property of any third party; and the Customer hereby grants Printing Brisbane a licence to use the Client Materials and the Intellectual Property therein:
- For the purpose of fulfilling the Customer’s orders and providing the goods and services under this Agreement; and
- In Printing Brisbane’ promotional materials to indicate that the Customer is one of Printing Brisbane’ clients and to depict the quality and range of Printing Brisbane’ goods and services.
- The Customer indemnifies and agrees to keep Printing Brisbane indemnified against all liability, losses or expenses incurred by Printing Brisbane in relation to, or in any way directly or indirectly connected with, the use of the Client Materials by Printing Brisbane.
- All ‘works’ (as that term is defined in the Copyright Act 1968) and other subject matter in which copyright can subsist, and all data, information, materials and processes developed or created pursuant to this Agreement and any Intellectual Property therein:
- Are hereby vested in Printing Brisbane as and when such rights are brought into existence;
- Are agreed to be the absolute and exclusive property of Printing Brisbane; and
- To the extent necessary, are hereby assigned absolutely to Printing Brisbane.
Printing Brisbane’s liability to the Customer
- Except as specifically set out in this Agreement any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
- Printing Brisbane’s liability for:
- a breach by Printing Brisbane of any term of this Agreement;
- a breach by Printing Brisbane of any condition or warranty implied in this Agreement;
- the cancellation or suspension of supply of goods or services by Printing Brisbane; or
- any loss or damage suffered or incurred by the Customer or any third party howsoever arising under or in connection with this Agreement is limited to the replacement or the re-supply of the goods or the re-supply of the services.
- Printing Brisbane will not be liable for any indirect, special or consequential loss or damage suffered or incurred by the Customer or any third party, howsoever caused, including loss of turnover, profits, business or goodwill.
- Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
- Printing Brisbane is bound by the Privacy Act 1988 and takes steps to ensure that all personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed and transferred in accordance with the Privacy Act 1988. Such information may be accessed by request to Printing Brisbane in accordance with the Privacy Act 1988.
- The Customer must comply with the Privacy Act 1988 in connection with any personal information supplied to the Customer by Printing Brisbane in connection with this Agreement.
Can this Agreement be terminated?
- Printing Brisbane may, at its option, immediately terminate this Agreement upon notice in writing:
- In accordance with section What are the consequences of non-payment by the Customer? clause 1 (d);
- where the Customer has breached any term or warranty in this Agreement and fails to rectify such breach within 7 days of being provided with a notice from Printing Brisbane requesting such rectification;
- where the Customer is an individual, and the Customer becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally; or
- where the Customer is a corporation, an Insolvency Event occurs. Upon termination of this Agreement, any outstanding fees or charges under this Agreement will become immediately due and payable by the Customer.
- Unless Printing Brisbane reasonably agrees that the defects, shortages, damage or non-compliance referred to in clause 3(a) is due to Printing Brisbane’ fault, the Customer must pay all freight charges associated with the return of goods.
- If a hard copy colour proof is not requested then Printing Brisbane Print will produce to ISO certified colour standards. Printing Brisbane will not be liable if colour representation fits within these measured standards.