Terms Title


1. Quotations


1.1 This quotation is open for acceptance for a period of 14 days from its date

unless previously withdrawn in writing by PPI Promotion & Apparel (“PPI”).

The quotation shall be deemed to be an offer to sell only upon the terms and

conditions set out herein and may not be varied except in writing. Provisions

of a later agreement will prevail over these terms and conditions only to the

extent that these terms are expressly excluded. By accepting this quotation

you accept the terms and conditions set out herein.


1.2 Prices specified in the quotation are current for a period of 14 days from the

date of the quotation unless previously withdrawn in writing by PPI and

subject to the matters referred to in clauses 1.3 and 1.4.


1.3 Prices quoted are subject to alteration due to any increase in the cost of

materials and/or labour and/or freight or cartage occurring after the date of

quotation and/or prior to delivery, and such increases shall be payable by the

Customer and added to the price quoted and shall be.


1.4 Prices quoted are exclusive of GST unless otherwise stated and any other

taxes payable, and are quoted on the basis of the current exchange rate at

the time the quotation is prepared. The Customer shall bear any additional

cost due to an increase in the exchange rate between the date of the

quotation and the date on which the invoice is due.


2. Payment


2.1 Goods and/or services supplied pursuant to this quotation or a subsequent

order (“the goods”) will be supplied on the basis that payment is due within 30

days of the date of the invoice. In the event of default in payment of any

amount due by the Customer, PPI may, without prejudice to any other rights

it may have, suspend credit, withhold orders and take steps to recover

monies and/or goods which expense shall be payable by the Customer.


2.2 Interest shall be payable on any amount overdue at the rate of 15% per

annum commencing on the due date for payment and continuing until

payment in full is received by PPI.


3. Artwork Approval


3.1 PPI will not begin production of any order until all artwork has been approved

by the Customer. An approval of the artwork will be accepted as approval of

all artwork including design, spelling, grammar and numbers.


3.2 Print colour may vary from different printing processes and materials and the

Customer accepts differences in colour which are not material difference.


3.3 PPI will not be responsible for colour which does not match the Customer’s

colour requirements when the Customer does not provide PMS/Pantone colours.

4. Title and Risk


4.1 Title to the goods does not pass to the Customer until payment in accordance

with the quotation, as varied if applicable.


4.2 The goods shall be at the sole risk of the Customer in all respects from the

date of delivery to the Customer or its agent or carrier.


4.3 The goods shall be held by the Customer as bailee for PPI until such time as

all monies payable by the Customer to PPI are paid in full. The Customer

shall store the goods so that they are separate and clearly distinguishable

from other goods and shall not encumber them in any way until they have

been paid for. If the Customer fails to pay the price for the goods or any other

monies payable to PPI, PPI may recover and resell the goods without

prejudice to any other rights it may have arising from the non-payment. The

Customer grants to PPI and its servants and agents, an irrevocable licence

to enter at any time onto any premises on which the goods are stored to

inspect, search and/or remove any of the goods.


4.4 The Customer may sell the goods prior to payment to PPI but does so as

agent and fiduciary of PPI and may do so only for full value and in the

ordinary course of business. The proceeds of such sale shall be held by the

Customer in a separate account in trust for PPI until payment of all monies

payable by the Customer to PPI is made.


5. Delivery


5.1 Delivery times provided to the Customer are estimates only and PPI is not

liable for late delivery or non-delivery or for loss occasioned by the Customer

or its customers arising from late delivery or non-delivery.


5.2 Delivery and/or performance pursuant to an order are subject to PPI’s being

able to obtain the goods the subject of an order. PPI shall be deemed to

have been granted an automatic extension of time for delivery of the goods

appropriate to any variation requested by the Customer.


5.3 The Customer shall be liable for delivery costs, including return costs.


5.4 Goods are delivered to the Customer when PPI makes them available to the

Customer or any agent of the Customer or any carrier (who shall be the

Customer’s agent notwithstanding whoever may be responsible for its charges).


5.5 PPI shall not be liable for any loss or damage however arising from any

damage to the goods in the course of delivery.


5.6 The Customer must not refuse to accept delivery of the goods.


5.7 The Customer shall pay all costs and expenses incurred due to cancellation of an order.




5.8 All goods shall be deemed to have been accepted by the Customer unless notification

either on the delivery docket or in writing is received by PPI within seven days from the

date of delivery.


5.9 PPI reserves the right to cancel or delay delivery due to war, civil riots,

strikes, lock-outs, unavailability of transport and/or any other causes beyond it’s reasonable

and practical control.


5.10 PPI may, at its option, deliver the goods to the Customer in any number of instalments.


6. Returns


PPI will accept return of goods which are inherently damaged or defective through

no fault of the Customer or any third party provided they are returned within 21 days

of delivery and the return is approved by PPI in advance. Risk in goods returned

remains with the Customer until the goods are received by PPI.


7. Limitations on liability


7.1 Except as required or implied by legislation, PPI gives no warranty in respect

of the goods and the Customer acknowledges it has not received any express



7.2 PPI’s liability under any term, condition or warranty implied or imposed upon

the supply of the goods by legislation shall be limited, at its option, to, in the

case of goods, the replacement of the goods or the supply of equivalent

goods, the repair of the goods or the payment of the cost of replacing or

repairing equivalent goods; and in the case of services, the supply of the

services again or the payment of the cost of having the services supplied again.


7.3 PPI shall not be liable for any, special, consequential or contingent loss or damage.


8. Intellectual Property


8.1 The Customer grants PPI, for the purpose of performing its obligations under

this agreement, a non-exclusive world-wide irrevocable licence to use, copy,

display and reproduce any trademark, logo, design and any other intellectual

property supplied by the Customer to PPI for the purpose of providing the goods.


8.2 The Customer warrants that it has the right and ability to agree to these terms

and that any trademark, logo, design or any other intellectual property

supplied by the Customer to PPI will not infringe any right of any other person or party.


8.3 The Customer indemnifies and holds PPI indemnified from and against any

and all loss, damage, liability, penalties and expenses (including legal fees)

suffered or incurred by reason of any claims, (including third party claims)

arising out of an alleged infringement or violation of intellectual property rights

with respect to the intellectual property supplied by the Customer.



9. Waiver


No delay, neglect or forbearance on PPI’s part in enforcing any term or condition of

these terms and conditions shall either be or be deemed to be a waiver or in any

way prejudice any of its rights under these terms and conditions.


10. Applicable Law


Any agreement to provide goods or services pursuant to a quotation, or to which

these terms and conditions apply, shall be governed by, and construed in

accordance with, the laws of South Australia and the parties agree to the jurisdiction of the

Courts of South Australia.

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