Visually Unique
Visually Unique - Sydney Australia - Design | Media | Print | Web - Terms and Conditions - Printing
Terms & Conditions - Printing

Printing

1. Definitions
In these conditions:
- “Conditions” means the terms of these Conditions of Sale;
- “Customer” means a person, firm or corporation seeking to acquire goods or services from the Supplier;
- “Goods” means all goods or services supplied by the Supplier to the Customer.
- Supplier means Visually Unique Pty Ltd (ABN 45 112 356 671)

2. Application of the Conditions
2.1 Unless otherwise agreed in writing, the conditions will apply exclusively to every contract for the sale of goods by the Supplier to the Customer and cannot be varied or supplanted by any other conditions without prior written consent of the Supplier.
2.2 Any written quotation provided by the supplier by the customer concerning the proposed supply of goods is valid for 30 days, unless otherwise stated in the quotation, and is an invitation only to the customer to place an order based upon that quotation. The quotation may include additional terms which are not inconsistent with the conditions.
2.3 The Customer will comply with the procedure (if any) prescribed by the Supplier for the placing of orders.
2.4 The Supplier will not be deemed to have accepted an order or any offer by the Customer unless it has communicated acceptances to the customer in writing or has delivered the goods stated in the order.
2.5 Where the buyer cancels all or part of the order after commencement of production of the Goods it shall pay to the seller as liquidated damages reflecting costs incurred by the Seller full price of the goods cancelled less the current scrap value thereof.

3. Payment
3.1 Payment of goods must be made within Payment Terms Stated on the Suppliers invoice.
3.2 The Supplier may withdraw any credit terms or require provision of security at any time.

4. Payment Default
4.1 If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any other remedy available to it:-
(a) Charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 plus 2 per cent for the period from the due date until the date of payment in full.
(b) Charge the Customer for all expenses and costs (including legal costs on a solicitor / own client basis) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum due.
(c) Cease or suspend for such period as the Supplier thinks fit, supply of any further goods to the Customer.
(d) By notice in writing to the Customer, terminate any contract with the Customer as far as unperformed by the Supplier, without effect on the accrued rights of the Supplier under any contract.
4.2 Clauses 4.1 (c) & (d) may also be relied upon, at the option of the Supplier.
(a) Where the customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
(b) Where the Customer is a corporation and it 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 has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for or with the view to the liquidation (including provisional liquidation) winding up or dissolution without winding up of the Customer.
4.3 In the event of a dispute, the customer will not be entitled to withhold payment of any undisputed amount due to the Supplier.

5. Pricing
5.1 Prices for the cost exclude:
(a) Sales tax, consumption or goods and services tax, and any other taxes, duties or imposts imposed on or in relation to the goods and
(b) The cost of freight, insurance and other charges arising from the point of despatch of the goods to the Customer to the point of delivery.
5.2 Where there is any change in the costs incurred by the Supplier in relation to the goods, the Supplier may vary its price for goods on order to take account of any such change.

6. Delivery of the Goods
6.1 Any period or date for delivery of goods and services stated by the Supplier is intended as an estimate only and is not a contractual commitment. The Supplier will use its best endeavours to meet any estimated dates for delivery of goods and services.
6.2 All costs of freight and delivery of the goods at the agreed delivery address shall be borne by the Customer unless otherwise agreed by with Supplier.
6.3 If the Customer is unable or fails to accept delivery of the goods, the Customer will be liable for all costs incurred by the Supplier due to storage, detention, double cartage, travel expenses or similar causes.

7. Risk & Insurance
All risk in the goods and all insurance responsibility for theft, damage or otherwise in respect of goods will pass to the Customer immediately upon delivery of the goods to the Customer or its agents

8. Warranty
8.1 Nothing contained in this warranty shall be read or applied so as to purport to exclude, restrict, or modify or have the effect of excluding restricting or modifying the application in relation to the supply of the Goods of all or any of the provisions of Part V of the Trade Practices Act 1974 as amended or any relevant State or Territory statute which by law cannot be excluded, restricted or modified PROVIDED THAT to the extent that any such statute to limit it liabilities, to compensate or indemnify any person for breach of a condition or warranty imposed thereby, then the respective liabilities if the State for such breach shall be limited in the replacement of the Goods and services.
8.2 Subject to any legislation to the contrary
(a) Representations and agreements not expressly contained herein shall not be binding upon the Seller as conditions, warranties, technical advice or representation; all such conditions, warranties, technical advice and representations on the part of the Seller, whether express or implied statutory or otherwise, whether collateral or antecedent or otherwise are hereby expressly negated and excluded.
(b) The Seller shall be under no liability to the Buyer for any loss including but not limited to loss of profits and consequential loss for damage to persons or property of for death or injury by any act or omission (including negligent acts or omission) of the Seller’s agents.

9. Liability
9.1 Except as specifically set out herein, any term, condition or warranty in respect of the quality, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
9.2 The Supplier is not liable for any indirect or consequential losses or expenses suffered by the Customer of any third party, however caused including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
9.3 The supplier will not be liable for any loss or damage suffered by the Customer where the Supplier has failed to meet any delivery date or cancels or suspends the supply of goods.
9.4 Nothing in the conditions 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 which cannot be excluded, restricted or modified.

10. Cancellation
No purported cancellation or suspension of an order or contract for goods by the Customer will be binding on the Supplier after that order has been accepted by the Supplier.

11. Intellectual Property
11.1 Any Visually Unique Materials (and the Intellectual Property subsisting in the Visually Unique Materials) provided to the Customer by Visually Unique in connection with the goods and services remains Visually Unique’s exclusive property and the Customer acknowledges that the Customer has no proprietary right or interest in Visually Unique Materials or Visually
Unique’s Intellectual Property.
11.2 All Visually Unique Materials and Visually Unique Intellectual Property must be returned to Visually Unique on demand and the Customer must not:
(a) copy or disclose any Visually Unique Materials or Visually Unique’s Intellectual Property to any third party without Visually Unique’s express written consent;
(b) create, sell, manufacture or process any goods or services which use or take advantage of any Visually Unique Materials or Visually Unique’s Intellectual Property.
11.3 Where the Customer provides its own materials, data or information including literary and artistic works (Client Materials) for use by Visually Unique to fulfil any order, the Customer warrants that:
(a) the Customer owns (or is licensed to use) the Client Materials and the Intellectual Property in those Client Materials; and
(b) the use of the Client Materials by Visually Unique will not infringe the Intellectual Property of any third party; and the Customer hereby grants Visually Unique a license to use the Client Materials and the Intellectual Property therein:
(c) for the purpose of fulfilling the Customer’s orders and providing the goods and services under this Agreement; and
(d) in Visually Unique’s promotional materials to indicate that the Customer is one of Visually Unique’s clients and to depict the quality and range
of Visually Unique’s goods and services.
11.4 The Customer indemnifies and agrees to keep Visually Unique indemnified against all liability, losses or expenses incurred by Visually Unique in relation to, or in any way directly or indirectly connected with, the use of the Client Materials by Visually Unique.
11.5 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:
(a) are hereby vested in Visually Unique as and when such rights are brought into existence;
(b) are agreed to be the absolute and exclusive property of Visually Unique; and
(c) to the extent necessary, are hereby assigned absolutely to Visually Unique.

12. Non-payment by the Customer
12.1 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 Visually Unique at a later date on any account, will become immediately due and payable without the requirement of any notice to the Customer, and Visually Unique may, without prejudice to any other remedy available to Visually Unique:
(a) charge the Customer interest on any sum due at the prevailing rate under the Penalty Interest Rates Act 1983 (Vic) plus 4 per cent for the period from the due date until the date of payment in full;
(b) charge the Customer for, and the Customer must indemnify Visually Unique from, all costs and
expenses (including all legal costs and expenses) incurred by Visually Unique resulting from the non-payment or in taking action to enforce compliance with this Agreement or to recover any goods;
(c) cease or suspend for such period as Visually Unique think fit, supply of any further goods or services to the Customer;
(d) by notice in writing to the Customer, terminate this Agreement or any contract with the Customer, without affecting Visually Unique’s accrued rights under any contract.

13. Legal title of the goods to the Customer
13.1 Until full payment in cleared funds is received by Visually Unique for all goods supplied by Visually Unique to the Customer:
(a) title and property in all goods remain vested in Visually Unique and do not pass to the Customer;
(b) the Customer must hold the goods as fiduciary bailee and agent for Visually Unique;
(c) the Customer must keep the goods separate from the Customer’s other goods and maintain Visually Unique’s labelling and packaging; and
(d) Visually Unique may without notice, enter any premises where Visually Unique suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not being Visually Unique’s property, and for this purpose the Customer irrevocably licences Visually Unique to enter such premises and also indemnifies Visually Unique from and against all costs, claims, demands or actions by any party arising from such action.

14. Privacy Obligations
Visually Unique 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 Visually Unique in accordance with the Privacy Act 1988.