TERMS AND CONDITIONS – Danpen Pty Ltd, T/A The Banner Lady (“the company”)
These terms and conditions shall apply to the exclusion of all others including any terms and conditions of the Customer (whether on the Customer’s order form or otherwise). The Customer acknowledges that these terms and conditions constitute the whole agreement between the parties unless otherwise agreed in writing.
Orders are accepted on the condition that the goods will be invoiced at the price ruling at the date the goods are despatched. Unless specified to the contrary, prices quoted are exclusive of all GST, stamp duty and like levies or taxes. The company may amend prices at any time without prior notice. Graphic design charges are applicable for any and all graphic changes what so ever at a specified rate.
The Customer shall make payment to the Company for all goods supplied, work and labour done and services rendered by way of FULL Payment at the time the Purchase Order is placed unless otherwise agreed in writing. The Customer acknowledges that time is of the essence with regard to payment and that any breach of this term will enable the Company to exercise all of its rights contained herein including (but without in any way limiting its rights) the right to cancel further credit and to take legal action for the recovery of all sums outstanding.
Should payment remain outstanding beyond the Company’s payment terms as outlined in clause 3 above, the Customer agrees to pay interest on all amounts outstanding from the due date until the date of payment at a rate equal to 12% .
Should payment remain outstanding beyond the Company’s payment terms as outlined in clause 3, the Customer is liable for all costs including legal costs (on a Solicitor/own client basis) and mercantile agents’ fees incurred by the Company in recovering the amount outstanding.
(a) The Company will pay all transport costs to deliver the goods to its depot in the state in which the Customer is resident
(b) The Customer is responsible for arranging delivery from the Company’s depot in that state and will be liable for all freight and transport costs and insurance once the goods leave the possession of the Company.
(c) In the event that the Customer specifies a delivery date, the Company shall use its best endeavors to comply with the Customer’s requests. In no circumstances will the Company be liable for any loss or damage of any kind whatsoever in the event that it is not able to comply with the Customer’s request for delivery at a certain time. The Customer acknowledges and agrees that it will not make any claim against the Company for any loss or damage incurred as a result of late delivery.
(a) It is the responsibility of the Customer to check each delivery to ensure that the delivery is complete and in good condition. The Customer will be deemed to have accepted the goods as being in accordance with its order and received in good condition unless it notifies the Company in writing of any claim within twenty four (24) hours of receipt of the goods.
(b) The Company will not accept any return of goods unless it has given prior written authorisation for the return and unless the returned goods are in their original condition and packaging. The Customer is responsible for payment of any freight or delivery costs to return any goods to the Company unless the Company agrees to pay such costs on the basis that the goods were delivered in a damaged condition.
(c) The company does not accept any liability for graphic errors, exclusions, text and spelling mistakes in any graphics or components supplied by the customer. It is the responsibility of the Customer to check each graphic proof and communication to ensure correct printing.
The proper law of all contracts arising between the Company and the Customer is the law of the State of Victoria and the parties agree to submit to the jurisdiction of the Courts of that State.
All warranties whether express or implied and whether statutory or otherwise with regard to the goods supplied by the Company as to quality, fitness for purpose or any other matter are hereby excluded except in so far as any such warranties are incapable of exclusion at law.
10. CHANGE OF OWNERSHIP
The Customer agrees to notify the Company in writing of any change of ownership of the Customer within seven (7) days from the date of such change and indemnifies the Company against any loss or damage incurred by it as a result of the Customer’s failure to notify the Company of any change.
Orders placed with the Company cannot be cancelled without the written approval of the Company. In the event that the Company accepts the cancellation of any order placed with it, it shall be entitled to charge a reasonable fee for any work done on behalf of the Customer to the date of the cancellation including a fee for the processing and acceptance of the Customer’s order and request for cancellation.
The Customer hereby acknowledges that the Company has a lien over all goods in its possession belonging to the Customer to secure payment of any or all amounts outstanding from time to time.
(a) Property in any items or goods sold by the Company shall not pass to the Customer until the Customer has paid for the items or goods in full and all other monies outstanding under any other sale of items or goods by the Company to the Customer.
(b) Risk of loss or damage to the items or goods passes to the Customer with possession. Until payment of the purchase price (or all monies outstanding) the Customer is to insure the items or goods against all risk. Any insurance claim in respect of loss damage or destruction of the items or goods is hereby assigned to the Company.
(c) The Customer hereby indemnifies the Company against any loss or damage to the items or goods howsoever arising.
(d) The Customer is entitled to resell the items or goods in the usual course of its business but the Company is to be paid from the proceeds of the sale the purchase price owed to the Company (or all monies outstanding) which proceeds, to the extent of the purchase price (or all monies outstanding) shall be kept in a separate account and held by the Customer in trust for the Company.
(e) The Customer shall, on request disclose to the Company all relevant information regarding the items or goods and any sale by the Customer.
(f) In the event that:-
(i) the Customer has failed to pay for the items or goods as and when due;
(ii) the Customer has breached any of the conditions of this Contract;
(iii) the Customer commits an act of bankruptcy or becomes bankrupt;
(iv) a receiver or manager is appointed to the Customer;
(v) the Customer is placed into Liquidation;
(vi) the Customer enters into a scheme of arrangement with its creditors;
(vii) execution is issued against the property of the Customer and is returned unsatisfied; or
(viii) the Customer is insolvent; and
then the Company may retake possession of any of its goods which have been supplied to the Customer and for which payment has not been received and for this purpose the Company may enter any premises belonging to or occupied by the Customer. The Customer hereby grants right of entry to the Company for the purpose of retaking possession of its goods and indemnifies the Company, its servants, agents and employees in relation to any loss or damage occurring as a result of retaking of possession of the goods.
The Customer hereby charges its property with the Customer’s indebtedness to the company.
15. CONSENT TO CREDIT CHECK –
By signing this form the Customer acknowledges and authorizes the Company pursuant to the provisions of the Privacy Act to:-
a. seek from or give to a Credit Reporting Agency personal information about the customer at any time after signing this form; and
b. contact any trade references or other credit providers and acquire from them or give to them personal information to them in relation to the Customer and its credit worthiness.