CONDITIONS OF SUPPLY
quotation is open for acceptance for a period of 14 days from its date
previously withdrawn in writing by PPI Promotion & Apparel (“PPI”).
shall be deemed to be an offer to sell only upon the terms and
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
these terms are expressly excluded. By accepting this quotation
the terms and conditions set out herein.
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quotation unless previously withdrawn in writing by PPI and
the matters referred to in clauses 1.3 and 1.4.
quoted are subject to alteration due to any increase in the cost of
and/or labour and/or freight or cartage occurring after the date of
and/or prior to delivery, and such increases shall be payable by the
added to the price quoted and shall be.
quoted are exclusive of GST unless otherwise stated and any other
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
and the date on which the invoice is due.
and/or services supplied pursuant to this quotation or a subsequent
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
by the Customer, PPI may, without prejudice to any other rights
it may have,
suspend credit, withhold orders and take steps to recover
and/or goods which expense shall be payable by the Customer.
shall be payable on any amount overdue at the rate of 15% per
commencing on the due date for payment and continuing until
full is received by PPI.
3. Artwork Approval
3.1 PPI will
not begin production of any order until all artwork has been approved
Customer. An approval of the artwork will be accepted as approval of
including design, spelling, grammar and numbers.
colour may vary from different printing processes and materials and the
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
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
quotation, as varied if applicable.
goods shall be at the sole risk of the Customer in all respects from the
delivery to the Customer or its agent or carrier.
goods shall be held by the Customer as bailee for PPI until such time as
payable by the Customer to PPI are paid in full. The Customer
the goods so that they are separate and clearly distinguishable
goods and shall not encumber them in any way until they have
for. If the Customer fails to pay the price for the goods or any other
payable to PPI, PPI may recover and resell the goods without
any other rights it may have arising from the non-payment. The
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
search and/or remove any of the goods.
Customer may sell the goods prior to payment to PPI but does so as
fiduciary of PPI and may do so only for full value and in the
course of business. The proceeds of such sale shall be held by the
a separate account in trust for PPI until payment of all monies
the Customer to PPI is made.
times provided to the Customer are estimates only and PPI is not
late delivery or non-delivery or for loss occasioned by the Customer
customers arising from late delivery or non-delivery.
and/or performance pursuant to an order are subject to PPI’s being
obtain the goods the subject of an order. PPI shall be deemed to
granted an automatic extension of time for delivery of the goods
to any variation requested by the Customer.
Customer shall be liable for delivery costs, including return costs.
are delivered to the Customer when PPI makes them available to the
any agent of the Customer or any carrier (who shall be the
agent notwithstanding whoever may be responsible for its charges).
shall not be liable for any loss or damage however arising from any
the goods in the course of delivery.
Customer must not refuse to accept delivery of the goods.
Customer shall pay all costs and expenses incurred due to cancellation of an
goods shall be deemed to have been accepted by the Customer unless notification
the delivery docket or in writing is received by PPI within seven days from the
reserves the right to cancel or delay delivery due to war, civil riots,
lock-outs, unavailability of transport and/or any other causes beyond it’s
may, at its option, deliver the goods to the Customer in any number of instalments.
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
and the return is approved by PPI in advance. Risk in goods returned
the Customer until the goods are received by PPI.
Limitations on liability
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
liability under any term, condition or warranty implied or imposed upon
of the goods by legislation shall be limited, at its option, to, in the
goods, the replacement of the goods or the supply of equivalent
repair of the goods or the payment of the cost of replacing or
equivalent goods; and in the case of services, the supply of the
again or the payment of the cost of having the services supplied again.
shall not be liable for any, special, consequential or contingent loss or damage.
8. Intellectual Property
Customer grants PPI, for the purpose of performing its obligations under
agreement, a non-exclusive world-wide irrevocable licence to use, copy,
reproduce any trademark, logo, design and any other intellectual
by the Customer to PPI for the purpose of providing the goods.
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
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
loss, damage, liability, penalties and expenses (including legal fees)
incurred by reason of any claims, (including third party claims)
of an alleged infringement or violation of intellectual property rights
to the intellectual property supplied by the Customer.
neglect or forbearance on PPI’s part in enforcing any term or condition of
and conditions shall either be or be deemed to be a waiver or in any
prejudice any of its rights under these terms and conditions.
10. Applicable Law
agreement to provide goods or services pursuant to a quotation, or to which
and conditions apply, shall be governed by, and construed in
the laws of South Australia and the parties agree to the jurisdiction of the