CLEGG MEDIA PTY LTD ATF CLEGG FAMILY TRUST TA CLEGG MEDIA ABN 55 749 371 939
TERMS AND CONDITIONS OF TRADE
PLEASE READ CAREFULLY
1. Incorporation of these terms and conditions
These Terms and Conditions shall be deemed to be incorporated into any contract or agreement between Clegg Media and purchasers of its goods and services.
These Terms and Conditions supersede all previous terms and conditions imposed by Clegg Media and may be varied at any time by Clegg Media.
2. Offer and Acceptance
2.1. Any price or quotation for goods or services given by Clegg Media is not an offer to sell or to provide services but is only an invitation to treat. No order will be binding on Clegg Media unless accepted either in writing by Clegg Media or by the commencement of supply or the provision of services.
2.2. Unless otherwise agreed in writing, all orders are subject to acceptance by Clegg Media within 30 days of receipt by Clegg Media of the order.
3. Exclusion/limitation of warranties and liability including consequential loss
3.1. All warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.
3.2. In so far as goods or services supplied by Clegg Media are not of any kind ordinarily acquired for personal domestic or household consumption and unless the purchaser establishes that reliance on this provision would not be fair and reasonable, the liability for breach of a condition or warranty, implied into this contract by the Trade Practices Act 1974 (other than a condition implied by section 69), is limited to:
3.2.1. In the case of goods to any one of the following as determined by Clegg Media; (a) the replacement of the goods; or (b) the repair of goods; or (c) the payment of the cost of replacing the goods; or (d) the payment of the cost of having the goods repaired;
3.2.2. In the case of services to any one of the following determined by Clegg Media; (a) the supplying of the services again; or (b) the payment of the cost of having the services supplied again.
3.3. Clegg Media shall not be liable for any loss or damage whatsoever and howsoever arising, whether direct, indirect or consequential loss including but not limited to loss of profits, loss of contracts or clients or loss of opportunities or wastage sustained by the purchaser or any third or other party as a result of the sale or delivery or non-delivery of goods and the delivery or non-delivery of services and whether or not due to the negligence of Clegg Media, its servants or agents
3.4. The exclusions and limitations of liability set out in terms and conditions shall apply whether or not the loss or damage is caused by negligence or actions constituting fundamental breach of contract.
Whilst all care is taken by Clegg Media to undertake the clients’ instructions when proofing artwork/layouts to the client, it is the clients’ responsibility to proof read and approve the artwork/layouts. Clegg Media are not liable for any errors not corrected by the client prior to proof approval by the client. Clegg Media will make every effort to match clients’ colours, however, due to colour variations on computer screens Clegg Media accepts no responsibility for colour differences. Should a client require a sample colour print on the required stock to unsure colour accuracy this will be provided at an additional charge.
5.1. Any date quoted for delivery is an estimate only and Clegg Media shall not be liable to the purchaser other party for any loss or damage including consequential loss howsoever arising even if arising out of negligence of Clegg Media for failure to deliver on or before the quoted delivery date unless Clegg Media expressly guaranteed in writing to deliver the goods by the delivery date.
5.2. The purchaser shall accept and pay for the goods if and when tendered notwithstanding any failure by Clegg Media to deliver by the quoted date. Written advice to the purchaser that goods are ready for delivery whether in whole or in part shall constitute tendering and the terms of payment set out below shall apply.
5.3. Clegg Media reserves the right to deliver the goods or services by installments. If delivery is made by installments, the purchaser shall not be entitled to: (a) Terminate or cancel the contract: or (b) Any claim for loss or damage howsoever arising for failure by Clegg Media to delivery any installments on or before the quoted dates.
Unless otherwise expressly agreed in writing the price of the goods shall be the quoted price or the price on the invoice. Clegg Media reserves the right to change prices without notice. Prices are net to Clegg Media and are exclusive of any customs or other duties and taxes, and shipping charges unless otherwise agreed. Unless stated otherwise herein, different products on an order may or may not be combined to obtain quantity pricing.
7. Payment & charges
7.1. These payment terms shall be of the essence of the contract.
7.2. GST (currently 10%) is payable in addition to the purchase price.
7.3. Unless otherwise agreed in writing, payment terms are as stated on the invoice. Amounts not paid within thirty days of the date of invoice will be subject to a late payment charge of 1.0% per month on the unpaid balance to be included on each month’s statement until paid. The imposition of such charge is not intended to infer any consent, acquiescence or other agreement, expressed or implied, on the part of Clegg Media to forbear or otherwise defer collection of such amounts when due. To the contrary, Clegg Media expects payment on or before the due date of each invoice and intends to take all necessary and feasible action to enforce prompt payment. The Purchaser confirms, acknowledges and agrees that it would be impracticable, extremely difficult and unduly expensive to attempt to determine the actual damage sustained by the Company as the result of the default in payment of any individual account and that the charge of 1.0% per month referred to above represents a reasonable endeavour to fix the Clegg Media’s minimum probable loss resulting from delinquent payment, that such charge bears a reasonable relation to such loss and that such charge is reasonable in amount. If in the Company’s opinion the Purchaser’s financial condition does not justify continuance of production or shipment on the terms of payment specified, the Company may require payments in advance. Failure of the Purchaser to pay any Clegg Media invoice by its due date makes all subsequent invoices immediately due and payable irrespective of terms.
7.4. Credit Card surcharge of 2% applies.
8. Credit Limit
The grant of any credit limit or facility is an indication only of Clegg Media’s intention at that time. Clegg Media may at any time or at its discretion vary and/or withdraw any credit limit or facility without liability to Clegg Media or any other party.
Orders cannot be cancelled except upon terms, which will fully compensate Clegg Media against all and any loss occasioned to it as a consequence of such cancellation.
10. Retention of title
10.1. Notwithstanding the delivery of the goods or part thereof, the goods remain the sole and absolute property of Clegg Media as full legal and equitable owner until such time as the purchaser shall have paid Clegg Media the full purchase price together with the full price of any other goods the subject of any other contract with Clegg Media.
10.2. The purchaser acknowledges that he receives possession of and holds goods delivered by Clegg Media solely as Bailee for Clegg Media until such time as the full price thereof is paid to Clegg Media together with the price of any other goods then the subject of any other contract with Clegg Media.
10.3 Records shall be kept by the purchaser of any goods owned by Clegg Media.
10.4 The proceeds of any sale of the goods shall be paid into a separate account and held in trust for Clegg Media. The purchaser shall account to Clegg Media for the price of the goods.
10.5. Should the purchaser die, stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy laws or, being a company, calls a meeting for the purpose of or to go into liquidation or has a winding-up petition presented against it or has a receiver or administrator appointed, Clegg Media may, at its option, notwithstanding its waiver of such default or failure and without prejudice to its other rights under this contract or require payment in case before or on deliver or tender goods or documents not withstanding terms of payment previously specified.
Unless otherwise agreed in writing, risk in the goods shall pass to the purchaser at the time when the goods have been placed on the vehicle which is to effect delivery from Clegg Media store or warehouse. The goods shall remain at the purchaser’s risk at all times.
As soon as any of the facts or matters which form any part of any claim or complaint whatsoever become known to the purchaser, the purchaser shall, within twenty four hours of receipt of the goods, notify Clegg Media in writing of the same.
13. Force Majeure
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of Clegg Media such as for example but not limited to by act of God, war, fire, breakages of machinery or strikes or arising out of any other unexpected or exceptional cause, or any cause beyond the reasonable control of Clegg Media, and as a result Clegg Media is unable to perform in whole or in part any obligation under this agreement, Clegg Media shall be relieved of that obligation under this agreement to the extent and for the period that it is so unable to perform and shall not be liable to the purchaser in respect thereof.
Upon the occurrence of default by the purchaser in compliance with the terms herein:
14.1. Clegg Media may, at its discretion, withhold further supplies of goods or cancel this agreement or vary the terms of this without prejudice to its rights hereunder PROVIDED HOWEVER that Clegg Media may, at any time and from time to time upon such terms as it may determine, waive any of its rights under this clause, but without prejudice to its rights thereafter of any of the events hereinbefore referred to or upon the continuation after any such waiver of any state of affairs the subject of such waiver.
14.2 Without prejudice to any other right or remedy, the purchaser shall indemnify Clegg Media against any costs, fees, charges and disbursements charged by any debt recovery agency or solicitor engaged for the purpose of the collection or recovery of monies due and payable by the purchaser to Clegg Media on any indemnity basis.
The purchaser hereby charges with payment of any indebtedness to Clegg Media all beneficial interest (freehold and leasehold) in land and personal property held now or in the future by the purchaser. The purchaser agrees that, if demand is made by Clegg Media, the purchaser upon receiving such a demand will immediately execute a mortgage or other instrument of security, or consent to a caveat, if so required, and in the event that the purchaser fails to do so within 14 days of being so requested, the purchaser hereby irrevocably any credit manager or solicitor engaged by Clegg Media to be its true and lawful attorney to execute and register such instruments.
16. These Terms and Conditions of Trade and any interpretation or construction of them shall be governed by the Laws of Queensland and the parties irrevocably submit generally and unconditionally to the jurisdiction of the Courts of Queensland in respect of all claims, proceedings and matters arising out of or in respect of these Terms and Conditions of Trade.