1. Defining the Terms of Trade:
“Accounts” defines the Customer account with us the vendor owner.
“Customer” defines as the person or business making the quote/order with the business.
“Goods” means goods supplied by the Vendor to the Customer at any time.
“Services” means services supplied by the Vendor to the Customer at any given time.
“Vendor” defines as Gold Leaf Framing reseller.
“Working
Days” defines as the days of the week that the vendor is open to complete jobs,
aka Monday to Friday. (Days exempt from this are public holidays, Christmas
holidays, or grand celebratory events involving the staff)
2. Orders
The orders sent through will be formatted in the way the Vendor can address and understand what the Customer wants.
3. Compliance
Each order is approved by the customer agreeing to the Terms and Conditions of Trade.
4. Price Variation
Prices are based on the vendor’s current costs of production, and unless given formal approval by the vendor are subject to be amended to meet any increase or decrease in costs.
5. Start of work
All work started, whether running the first time or re-doing orders at customer’s request will be chargeable.
6. Copy
When extra work is necessary due to the copies supplied by the customer not stating all proper fields for the job, the vendor is entitled to make additional charges based on time and materials used to complete the work.
7. Proof of work
At the Customer’s request, they’re allowed to see product proof and the vendor shall receive no liability for any errors overlooked by the client when proofs submitted. Additional charges can be made for more proofs requested by the customer. If the layout, style, or theme is left to the Vendor’s instruction, any additional changes to the layout, style, or theme can be charged for extra time or materials used.
8. Copyright
a. Unless it is stated and agreed in writing, the copyright ownership of artwork (general, commissioned & Illustrated) prepared or created by the Vendor, all rights will belong to the Vendor. The Vendor may use any artwork it has generated for a previous or current Customer for the purpose of promotion or advertising the Vendor. The Customer is responsible for obtaining the appropriate permissions and consent to reproduce artwork, photographs, copyrighted text or any other produced material prior to instructing the Vender to reproduce. The Customer is to indemnify the Vender and its employees harmless against demands, costs, actions or expenses (not limited but including legal costs & disbursements) that the reproduction of the materials by the vender breaks the intellectual property or ownership rights of any third party.
b. All created artwork, design, graphics, illustrations, text or arrangements designed by the vendor, for its internal or promotional & advertising use shall belong to the Vendor. No reproduction to gain revenue without the Customer’s permission is allowed on any part.
9. Company Imprint
Unless specifically stated by the Customer, the Vendor may imprint the brand of the Vendor on specific media at the Vendor’s discretion.
10. Health and Safety in Employment Act 1992
The Vendor shall be responsible for the actions of its employees in terms of Occupational Health and Safety Act 1991. The Customer shall be responsible for compliance with the HSEA in respect of the Customer's site and shall advise the Vendor prior to commencement of any work of any hazards on the Customer's site.
11. Delivery and payment
The turnaround is measured via Working Days. For orders made by a Guaranteed Turnaround (Orders that have stated a date to have the job either complete or done prior to) deliveries will be made before 5pm on the Last Working Day of said Guaranteed Period. If such an event that the Delivery is late from the variable of the courier or not be able to deliver the order on time, the Vendor will do all necessary measures to have the Order delivered the next available day.
12. Variations in quantity
All orders will be made
sure to ensure there will be a hand over the correct amount requested. Note
that some variation can happen in the printing process and must be understood
& accepted that minor changes can occur, thus the vendor shall have no
liability in respect of variations happening.
For variations outside
previously stated the Vendor is responsible to forward credit or a voucher for
future orders.
13. Claims
Advice on damage, delay of order or partial loss of goods in transit must be handed to the vendor in writing for formal submission to be claimed by the transit company. Any other claims must be submitted in writing to the Vendor with a month of delivery. The Vendor shall not be held responsible in respect to any claim unless the previously mentioned requirements have been complied with in exception to special cases that the customer proves that; (i) it was not possible to comply with and (ii) advice was given for the claim as soon as possible.
14. Liability
a. The Vendor’s liability to the Customer will be completed
to the order they were supplied.
b. The Sales of Goods Act 1908, the Fair Trading Act 1987 and others statutes may imply warranties, conditions or impose obligations of the Vendor which cannot be excluded or modified. In respect to any implications made to them by the customer, the vendor shall be liable where it is appropriate to the job order.
15. Standing Material
Processing metal and other materials owned and used by the vendor (such as film-setting, negatives, positives and the like) are exclusive property to Gold Leaf Framing. Items/materials supplied by the customer belong to the customer. Unless stated by the customer for future orders of the same product, the vendor may delete/remove the materials used after the order is complete and paid for by the customer.
16. Customer’s Property
The customer’s property and any materials supplied to the Vendor by or for the purpose of the customer’s order while on the Vendor’s premises or in transit (to or from the customer) is deemed to be at the customer’s risk unless otherwise agreed and the customer should secure such property appropriately. Where a customer fails to collect the work within the allocated time frame of completion (after the customer is notified of the completion) the Vendor is entitled to, with discretion to either store the order/job until delivery or collection of the order by the customer. Any extra costs for storage may be charged if necessary.
17. Materials supplied by the Customer
The Vendor may decline
any paper, metal or other materials given or specified by the customer which it
deems unsuitable for the order. Additional costs can occur if the materials
used in the job process are deemed unsuitable.
a. The Vendor shall have no liability in regards with the
work being deemed unsatisfactory as a result of the materials supplied by the
customer.
b. The Vendor will assume that the amount of material supplied for the job process will be enough to complete the job with enough excess in case of errors out of the Vendor’s power.
18. Illegal Matter
The Vendor will not supply or print any matter that is considered by the Australian Government illegal or libelous by nature, or an infringement of copyright property. The customer must hold the Vendor harmless in this matter against all claims, demands, costs, expenses, losses and/or damages that could arise if the customer is proven to have used copyrighted material without consent of the original trademarked holder.
19. Periodical publications
Unless under a material breach or in the event of a claim being raised to indemnify from the contract, the periodical publication may not be terminated by either the Customer, the Customer’s client or the Vendor unless a 13 week notice is written and given to the other party(s) involved in the production/publication of the Order. Without prejudice of the notice, the Vendor may choose to end the contract should any sum of payment unpaid 7 days or more from its due date.
20. Full Colour Printing
All efforts will be spent by the Vendor to obtain the closest colour in which the customer wishes their prints to display when printed. The customer must also acknowledge that in the printing process that the finished print may not show the exact match in colour from the working file supplied to the printed media.
21. Data Protection
When a customer makes an order with the Vendor, the customer consents to their details being used for marketing and accounting purposes. The details shall be kept with the Vendor, even after not ordering from the Vendor after a long duration of time passed. The Vendor can choose to inform the customer about special deals and various other services that the Vendor can provide for them.
22. Taxes and Duties
Unless specified by a quote given by the Vendor to a customer, Taxes or duties connected to the Goods and Services act are not included in the price and shall be the responsibility of the Customer to accept, along with the Vendor being responsible with the increased prices for said taxes & duties.
23. Payment Allocation
The Vendor may choose to allocate any payment method from the customer towards and invoice that the Vendor will inform and can do so at the time of receipt or afterwards. By default, the customer and the Vendor may reallocate payments made from a previous order. If there isn’t any allocation stated specifically by the Vendor, the payment will be allocated to make sure it preserves the maximum value of the Vendor’s money security in the products.
24. Errors or Omissions
Clerical errors or omissions, whether from the filled in details or from the quotation, acknowledgement or the invoice will be corrected.
25. Risk
From when the goods and products are dispatched to the Customer from the Vendor, risk of all Goods will be responsible by the Customer, and any loss, damage, or deterioration to the Goods will be borne by the Customer.
26. Ownership/General Lien
a. The Vendor shall have ownership of all Goods supplied until they receive payment in full of all amounts owning by the Customer for the Order.
b. If any goods are incorporated of used as material for other goods before payment is made, ownership of those specific goods shall remain under the Vendor until payment is made.
c. The Vendor can stop & retrieve the Goods in transit whether or not ownership has been passed over.
27. Ownership
Until the Customer has
paid in full the required amount to the Vendor, the Customer:
a. Accepts the Goods to be identifiable as product and
property of the Vendor,
b. Holds the Goods as a trust to the Vendor and will
safekeep the Goods on behalf of the Vendor.
c. If the Goods are resold, the amount from the resale will belong to the Vendor and the proceeds of the sale will be handed to the Customer as a separate account for record keeping.
28. Merger with Other Goods
If Goods are attached, fixed or deemed to be property of the Customer, which are to be used for manufacturing or in the assembly process for the Customer, the Goods titles shall remain with the Vendor until the Customer has made payment for all the Goods.
29. Export Prohibition
a. The Goods provided under the Terms of Conditions of Trade
are sold for the use in Australia only and must have the consent of the Vendor
before its used internationally.
b. If the Vendor does give consent to the Customer to use the Goods internationally, the Customer is responsible for all exporting regulations and requirements to export the Goods.
30. Recovery of Goods
a. In the event of no payment being made or the payment is
overdue by the Customer, the Vendor can choose to enter the premises where the
Goods are stored whether at the Customer’s location or at a third party, to
retrieve the Goods for ownership until the Customer submits the payment due.
b. The Customer shall warrant the Vendor the location of
where the Goods are being held, (depending whether or not the Customer acts as
a third party) will authorize access to the location where the Goods are being
held for recovery in the event that the Goods have not been paid for in its
entirety.
c. The Vendor shall not be held responsible for damage that may be caused in the removal of Goods supplied from either the possession of the Customer, or the third party the Customer has supplied the Goods too for removal.
d. The Vendor may choose to resell the Goods and add the proceeds towards payment from the Customer’s outstanding invoice with the Vendor. The Customer must indemnify the Vendor of all costs including legal costs between the solicitor and client, which the Vendor may incur in the Recovery process.
31. Warranties
a. Unless it is specifically requested by the Customer, the Vendor gives no warranty express or implied to the quality, description, fitness or for any particular use of the Goods and Services.
b. Where it is applicable, the
manufacturer’s warranty will be attached to the Goods.
c. The Australia Consumer Guarantee applies the Customer will have the rights and choices provided under this Law.
32. Compliance
The Customer is deemed responsible for acquiring any necessary permits under or for compliance with all legislations, regulations, laws or rules having the force of law connected with the installation process and provision of the Goods and Services Act.
33. Cancellation
The Customer will not be entitled to cancel an Order unless allowed pursuant by the Terms and Conditions of Trade.
34. Returns
The Customer will not be entitled to return Goods or cancel an Order unless allowed pursuant by the Terms and Conditions of Trade.
35. Security Interest
The Customer gives the Vendor a Security Interest of all the Customer’s current and future acquired property that the Vendor shall perform services on for product order completion.
36. Events of Default
All payments will be
immediately due to the Vendor and the Vendor may choose to suspend or terminate
these Terms and Conditions of Trade or any exercises available under the Terms
and Conditions of Trade in the event of:
a. A receiver gets appointed over the assets of the product
by the Customer
b. An application for a liquidator is filed against the
Customer which remains unsatisfied after a period of 10 days, or any conditions
necessary to have the Customer liable for a liquidator to be present or
appointed.
c. The Customer goes into liquidation, merges with another
company or acquires shares that comply with accordance with the Corporations
Act 2001
d. The Customer suspends payments that are due to the
creditors, or attempts to compose a scheme with the creditors, or
e. The Customer becomes unable to submit the appropriate payment due to the act of bankruptcy.
37. Authority of Sell Goods and Services Supplied
The Customer under the Terms and Conditions of Trade are allowed to sell the Goods and Services provided to them under the ordinary course of showing credit of the Goods or Services made by the Vendor.
38. Sale of Goods and Services Supplied
a. In the course that the property has not been passed over
to the Customer after they supplied the correct payment for the Goods and
Services, the Customer shall create a debt from the sale and the proceeds will
be held by the Customer for the Vendor under Section 45 of the Personal
Property Securities Act 2009.
b. Where any proceeds from the sale are placed in the
Customer’s account the funds in the Customer bank account shall be deemed to be
a holding of trust for the Vendor of the sale.
c. Where any payments made from the Customer’s account other
than to the Vendor shall be deemed to be made from all other funds of the
Customer’s bank account and not from funds held in trust for the Vendor.
d. This trust obligation imposed by this agreement and the Vendor’s entitlements under the ACCC shall continue for as long as the Vendor is unpaid for the Goods and Services supplied to the Customer.
39. Security
In circumstances where the Customer has not paid the appropriate payment to the Vendor, the Vendor has the right to request from the Customer all sums due and to not produce or complete more orders for the Customer until the payment is paid.
40. Suitability of Goods and Services
The Customer shall confirm that the Goods and Services they ordered are fit and suitable for the purposed or which they were ordered for. The Customer accepts the risks and responsibility of any consequences that may come about from using the Goods and Services for the Customer’s intended purpose.
41. Dimensions and Specifications
a. The dimensions and specifications linked to the order,
shown in catalogues, other published media issued by the Vendor are estimates
only.
b. Unless specifically detailed in the Customer’s Order, it is not a mandatory condition that the Goods and Services will correspond precisely with stated measurements and allow appropriate tolerances in the Goods and Services when completed.
42. Electronic Images and/or Files
It is up to the Customer to keep on their premises the electronic image or file supplied to the Vendor to print. The Vendor is not responsible for any damage or loss of the electronic file supplied to them by the Customer if the Customer requests that file for order later. The Vendor may charge the Customer extra for any translating, editing or programming needed to complete the order as an addition to the supplied quote.
43. Personal Guarantee of Company Directors or Trustees
If the Customer is a Trust, Company, Director or Trustee signing a contract, the Vendor may choose to agree in completing orders of Goods and Services and grant credit to the Customer at their request.
44. Assignment
a. The Customer will not assign all its rights and
obligations under the contract with signed consent of the Vendor.
b. The Vendor can choose to assign all, or any part of a
debt owed to them from the Customer.
c. The Vendor may choose to assign or subcontract any part
of the work performed under the contract.
d. Being respectful of the assignment by the Vendor, the Assignee shall be entitled to all rights of the Vendor.
45. Disputes
a. If a dispute arises in the work relationship between the
Vendor and the Customer, the altercation must firstly be referred to mediation
for resolution.
b. In the event that a resolution cannot be agreed upon by
both parties within 30 days of declaring a mediation, any party may choose to
take legal action to resolve the dispute.
c. This clause doesn’t prevent the Vendor from choosing legal action to request immediate payment of a debt due, or request compensation.
46. Notices
All notices required or committed under the Australian Consumer Law are to be served as updates to the Customer for any updates to the Australian Consumer Law in the event of conflicting understandings.
47. Validity
If any of the provisions of the contract is deemed invalid, void, or illegal, the validity existence, legality and the enforcement of the current provisions will not be affected, prejudiced or impaired by any means.
48. Changes of General Terms and Conditions
a. The Vendor can choose to refuse an Order requested by the
Customer or decline to approve and application by the Customer for any reason
deemed by the Vendor.
b. When the Customer creates an account with the Vendor, it
doesn’t mean that they can automatically ask for credit for purchase orders.
c. The Vendor can choose to by the wishes of the Customer,
add or subtract trading conditions covered by their Agreement, or can
substitute and updated amendments to the trading conditions after detailing to
the Customer.
d. With giving notice to the Customer, the Vendor may choose to from time to time add ore repeal conditions covered in their Agreement or may substitute specific trading conditions that will take place after a fortnight from the delivery of the notice.
49. Force Majeure
The Vendor nor the Customer cannot be held responsible of any breach of Agreement to each other if extraordinary occurrences beyond reasonable control take place.
50. Entire Agreement
These Terms and Conditions of Trade dictate the complete agreement and supersede the understandings between the Vendor and the Customer.
51. Other Agreements
If an inconsistency between the stated Terms and Conditions of Trade and any order submitted by the Customer or if another arrangement of order is stated between the Vendor and the Customer, these Terms and Conditions of Trade take higher priority unless stated otherwise by both parties.
52. Governing Law
These Terms and
Conditions of Trade will be translated and interpreted in accordance with the
governing laws of Australia and the Australian Courts will have jurisdiction
over any dispute/claim in relating to the Australian Consumer Law.