TRADING TERMS AND CONDITIONS
These terms and conditions of credit and trade (Terms) are between COURTNEY BRANDS PTY LTD (ACN 005 755 224) (the Company, we, us or our) and the applicant named in the Credit Application Form under “Applicant Details” or any customer that engages the Company to provide any goods and/ or services (you, your, the applicant or the Customer), together the Parties and each a Party.
1.1. We may amend these Terms at any time by providing written notice to you. Any amendment will only apply to future Quotes issued by us after the amendment comes into effect. By continuing to use our Services or making payment after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may discontinue using our Services.
1.2. In these Terms, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) a reference to a clause is a reference to a clause of these Terms; (c) a reference to a party to these Terms or any other document or arrangement includes that party’s executors, administrators, successors and permitted assigns; (d) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; (e) a reference to a period of time (including, without limitation, a year, a quarter, a month and a day) is to a calendar period.
1.3. In these Terms: “Business Day” means a week day Monday to Friday between the hours of 9am and 5pm AEST; “GST” means Goods and Services Tax, as defined in A New Tax System (Goods and Services Tax) Act, 1999; “Order” means a purchase order, acceptance of a quote or other request issued by the Customer to the Company and shall be deemed to include the Terms and any variations thereof agreed in writing by the Company;
1.4. Headings are for convenient reference only and do not affect interpretation.
2.1. We may, if requested by you in a purchase order or other form of instruction, give a quote specifying:
(1) the work required to be done in order to fulfil the Order; and
(2) an estimate of the price for the performance of such work (Estimate),
together the “Quote”..
2.2. Where we have given you a Quote, we will not commence work until the Quote has been accepted by you in writing.
2.3. If a Quote is accepted by you, the work the subject of the Quote shall be carried out and you shall pay for the work in accordance with these Terms..
2.4. We may amend the Estimate before the Quote has been completed to take into account any rise or fall in the cost of performing the Order and we shall notify you of such amendment as soon as practicable thereafter. Upon us giving you notification of such amendment, such amended estimate shall be deemed to be the Quote for the purposes of these Terms.
2.5. Any Quote made by us will remain current for a period of seven (7) days from the date of Quote and will be subject to you meeting our credit requirements and will incorporate these Terms.
2.6. In addition to the amount of the Quote, we may charge to you:
(1) fees for any preliminary work performed at your request;
(2) fees for additional work required to be done as a result of you changing the instructions of the Order;
(3) fees for having to work from poor copy;
(4) fees for work which involves tables, complex data or foreign language and which was not notified to us before the Quote was prepared;
(5) fees for additional work required to be done as a result of author’s corrections, including repagination or reformatting;
(6) fees and other charges for work required to be done urgently, including any overtime costs;
(7) fees for handling or storing material or equipment supplied by you for the purposes of the Order;
(8) fees for changing or correcting, in order to ensure that the Order is properly produced, any forme, artwork or any document including computer files supplied by you;
(9) credit card processing charges if payment is made by way of Visa, Mastercard etc. These charges are not included in the Quote;
(10) all freight costs, surcharges, redeliveries; and
(11) other charges, fees or disbursements referred to in these Terms and not specified in this clause.
3.1. We will not be liable for any errors including but not limited to:
- spelling, punctuation or grammatical errors made by the Customer
- inferior quality or low resolution of uploaded images
- errors in Customer selected product type, size, finishing options, quantity
- incorrect dimensions, image orientation, or file submission in accordance with the Company’s specifications
- colour match without a hardcopy proof approval
- delivery delays due to improperly prepared files
- duplicate orders placed by the Customer
- incorrect file layout for folding, scoring, hole drilling, cutting or other custom services
- mailing restrictions for your order that do not meet postal regulations.
3.2. We will reproduce colour as closely as possible but cannot guarantee an exact match of colour due to limitations in the printing process. Please note that we cannot achieve close colour reproduction of your print ready files if you: (a) have not supplied files in the correct format (your account manager can advise on this); (b) did not request a hardcopy proof; or (c) purchased a product that does not feature a hardcopy proof option. We accept no responsibility for colour variations between submitted print ready images and the actual artwork or product they represent.
3.3. You certify that you have the right to use the image(s) in your artwork files. DO NOT send any "one-of-kind" transparencies, prints or artwork. Although we take every precaution to safeguard your materials, we are NOT responsible for loss or damage of images or artwork. Under these Terms, you agree that you will NOT upload any artwork files consisting of the following material: any material that could give rise to any civil or criminal liability under applicable law; and any material that could infringe rights of privacy, publicity, copyrights or other intellectual property rights without the permission of the owner of these rights and the persons who are shown in the material if applicable. We will not print racially, sexually or violently explicit materials or anything deemed by us as inappropriate.
3.4. If your order includes Mailing Services, all mailing delivery dates are estimates, not guarantees.
3.5. Acceptance of credit by the Company does not oblige the Company to accept any order from the Customer. The Company may accept or reject any order at its sole discretion
4.1. If we accept your application for credit, we agree to provide the goods set out in the Order (Goods) to you on credit for the period of 30 days from the date of our invoice (Credit Term), however we reserve the right at all times to vary payment and Credit Terms depending on the individual Customer situation and trading history. If such variation is not acceptable to you, then you may terminate these Terms by providing notice in writing.
4.2. We reserve the right to refuse your application for credit and/or revoke our extension of credit to you at any time in our sole discretion, including if in our reasonable view, your financial situation or ability to pay us is impaired, without incurring any liability to you.
4.3. We may advise you of a credit limit at which we agree to extend credit to you. You agree to not exceed the credit limit. We reserve the right to review credit limits in our sole discretion, including increasing or decreasing the credit limit.
4.4. We may request full payment in advance for first time customers and those without approved credit. Failure to meet standard terms of payment as detailed in the attached Terms or any invoice may result in payment in advance trade only.
4.5. In the event of any change in the Customer's business structure, ownership, or control, the Company reserves the right to withdraw or amend the Credit Term without prior notice. This includes but is not limited to changes in legal structure, transfer of ownership, merger, acquisition, or dissolution of the Customer's business. The Company will assess the impact of such changes on the creditworthiness and risk associated with the Customer's account. The Company may request updated financial information, a new Credit application form to be completed and perform additional credit checks to evaluate the ongoing eligibility for credit terms. The Customer agrees to promptly notify the Company of any such changes in their business or ownership status. Failure to notify the Company of such changes may result in immediate withdrawal of Credit Terms.
4.6. Where the Customer has requested multiple delivery dates, the Company may choose to issue multiple invoices.
4.7. Payment by cheque or other negotiable instrument is not regarded as received until funds are cleared in the Company’s nominated bank account.
5. Delivery & Storage
5.1. We shall notify you when the Goods are ready for collection.
5.2. You must collect the Goods from our premises upon being notified that the Goods are ready for collection. If we agree to deliver the Goods, you shall bear all freight costs and charges of such delivery.
5.3. Customer-owned Goods held in storage by us are subject to reasonable storage charges as advised by us to you.
5.4. You will insure all Goods held in storage by us against such risks as a prudent owner of the Goods would insure them for their full insurable value.
5.5. Delivery transit times vary, your order may arrive late due to unforeseen delays in delivery service, the breakdown of equipment, illness, etc. Target arrival dates are calculated by adding the production turnaround time to the delivery time. Both production and delivery times are based on Business Days only and do not include weekends or holidays.
6.1. We will forward to you, proofs required by you which will be chargeable.
6.2. We will not be responsible for any errors in the content of the finished Order which appeared in the proof and which were not corrected by you before the proof was approved.
6.3. We will not be liable for any errors in the proof if prepared in accordance with your instructions.
6.4. You will be charged for any consequent corrections and proofs required.
7. 1. Intellectual Property & Customer supplied material
7.1. All drawings, sketches, paintings, photographs, designs, engravings, electronic files and computer disks required for heading, trademark or other purposes (apart from normal type) must be supplied by you, in a condition satisfactory to us or, in default, we are authorised by you to furnish any such items at your expense. Upon completion of the Order we must, at your request, return any such items to you.
7.2. Any copyright material and trademarks (whether registered or not) of which you are the owner or licensee (whichever applicable) are, to the extent we use them for execution of the Order, licensed or sub-licensed (whichever the case) by you to us.
7.3. You must indemnify us and keep us indemnified against all liability (including legal costs) in respect of any infringement or alleged infringement of any copyright or trademark used in execution of the Order to the extent caused or contributed to by you.
7.4. We will have a general lien on, or the right of retention of, any of your property (Customer’s Materials) until all moneys owing by you to us have been paid.
7.5. If the Parties agree that you are responsible for supplying materials or equipment for the purposes of the Order:
(1) you must supply sufficient quantities of materials to allow for spoilage;
(2) we will not normally count or check the materials and if requested by you to do so, may charge for counting or checking; and
(3) we will not be responsible for any defects in the Goods which are caused by defects in or the unsuitability of materials or equipment supplied or chosen by you.
7.6. We will not be responsible for storing any data on any form of media once the Order has been completed. It is your sole responsibility to ensure that you retain a copy of any data used. We do not guarantee the ability to retrieve any data once the Order is complete, and we will not be liable for any loss or damage caused by the loss of data.
Furthermore, all artwork, bromides, film, sketches, photographs, designs, electronic files, computer disks, and other forms of artwork provided by you remain your property at all times. We may retain these items for a maximum of three (3) years unless you request, in writing, for them to be returned. At the expiry of three (3) years, it is agreed that we may, at our discretion, destroy such items without notice.
If you make a written request for the return of these items within the three (3) year period, we must return them to you within a reasonable time frame, at your expense.
Please note that while we may store data for up to three (3) years, we have no obligation or responsibility to retain or secure the data beyond the completion of the Order. Therefore, it is imperative that you ensure your data is securely stored elsewhere.
8. Withholding Supply
8.1. We reserve the right, without notice and irrespective of whether or not an Order has been accepted, to withhold supply of the Goods to you and we will not be liable for any loss or damage resulting directly or indirectly from such action where:
(1) the materials supplied by you to us are insufficient to fulfil the Order; or
(2) you default in payment or other material obligation under these Terms.
9. Your Obligations
We will issue invoices to you on completion of the supply of the Order (as reasonably determined by us) and, unless otherwise agreed in writing with us, you agree to pay us the price for the Order prior to the expiry of the Credit Term, using the payment method set out in our invoice. The Customer is not entitled to withhold payment of any account by reason of any account query, dispute or set off unless subject to your rights under applicable Consumer Law
10. Overdue Accounts
(1) you fail to pay any monies due and owing prior to the expiry of the Credit Term;
(2) you fail to comply with these Terms;
(3) you suffer an Insolvency Event; or
(4) these Terms are terminated in accordance with clause 17.1,
the full balance of your account will become due and payable immediately.
10.2. If any payment has not been made in accordance with these Terms, we may (at our absolute discretion):
(1) enter any premises where the Goods the subject of any unpaid amount are stored or held, for the purpose of retrieving and taking possession of those Goods, and you agree to provide any access, items and consents required to enable us to do so;
(2) cease providing the Goods, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all debt recovery and legal costs);
(3) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date for payment; and
(4) suspend or revoke our extension of credit.
11. Title and Risk
11.1. Title in the Goods will only pass to you on the date that you pay for the Goods in full in accordance with the invoice. Unless otherwise agreed in writing with us, risk in the Goods will pass to you when we have delivered the Goods to you, or you have collected the Goods from us (as applicable).
11.2. You agree that we hold a general lien over any Goods owned by us that are in your possession, for the satisfactory performance of your obligations under these Terms.
12. Security interest
12.1. You acknowledge and agree that:
(1) these Terms are a ‘security agreement’ under the Personal Property Securities Act 2009 (Cth) (PPSA);
(2) this clause 12 creates a security interest in the Goods, and any proceeds from any sale or disposal of the Goods, we are a secured party in relation to the Goods and any such proceeds;
(3) we are entitled to register our interest on the relevant register as (at our discretion) a security interest, and if applicable, a ‘purchase money security interest’, and you must do all things necessary to assist us in effecting the registration; and
(4) you must (at your cost), where we request, take all steps that we consider necessary or desirable to ensure our security interest in the Goods and the proceeds is enforceable, and to perfect, or better secure our position under these Terms, or ensure our priority over all other security interests.
12.2. Until such time as title in the Goods has passed to you as contemplated under clause 11, you must not allow any person to have or acquire any security interest in the Goods, unless with our prior written consent.
12.3. To the extent the law permits, you waive your right to receive any notice (including notice of a verification statement) that is required by the PPSA, including but not limited to notices under sections 95, 118, 121, 130, 132, 135 or 157. However, this does not prevent us from giving a notice under the PPSA.
12.4. You must not disclose any information of the kind referred to in section 275 of the PPSA, to the extent permitted under that section.
12.5. Nothing in this clause 12 is intended as an agreement to subordinate a security interest arising under these Terms in favour of any person under section 61 of the PPSA.
12.6. In this clause 12 a ‘security interest’ includes any form or lien, encumbrance or a security interest under the PPSA.
12.7. In this clause 12, terms used in this clause but not defined have the same meaning as in the PPSA.
13. Warranties and representations
13.1. You represent, warrant and agree that:
(1) you have full legal capacity, right, authority and power to agree to these Terms, to perform your obligations under these Terms, and to carry on your business;
(2) these Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms;
(3) the details on the Credit Application Form are true, correct and complete;
(4) you have all the rights necessary to disclose the information (including personal information) set out in the Credit Application Form; and
(5) no Insolvency Event has occurred in respect of you and that you will immediately notify us if you are (or you are likely to be) the subject of an Insolvency Event. In these Terms, Insolvency Event means any of the following events or any analogous event: (a) a party disposes of the whole or any part of the party’s assets, operations or business other than in the ordinary course of business; (b) a party ceases, or threatens to cease, carrying on business; (c) a party is unable to pay the party’s debts as the debts fall due; (d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the party’s assets, operations or business; (e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a party’s creditors or any class of a party’s creditors; or (f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a party’s assets, operations or business.
14. Collection notice
14.2. We may disclose that information to third party service providers (including information technology service providers, data storage, web-hosting and server providers, professional advisors and our business partners) to supply our Goods or as required by law.
14.3. You authorise us to use all personal information set out in the Credit Application Form to contact and communicate with third party service providers, for internal record keeping, to allow us to manage our relationship with you and for the purposes of assessing your application. If you do not provide this information, we may not be able to assess your Credit Application or provide you with our Goods.
15. Exclusions and Limitations
15.1. To the extent permitted by law, we limit our liability under any condition or warranty which cannot legally be excluded to (at our option):
(1) in the case of the Goods: the supply by us of equivalent Goods; or the replacement of Goods previously supplied or by payment of the cost of re-supply; or
(2) in the case of advice, recommendation(s), information or services: by supplying the same again.
15.2. A Party’s liability under these Terms is limited to the amount payable under the applicable Order.
15.3. Subject to your Consumer Law Rights, to the extent permitted by law, neither Party will be liable to the other Party for any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
15.4. This clause 15 will survive the termination or expiry of these Terms.
16. No Waiver
A power or right is not waived solely because the party entitled to exercise that power or right does not do so. A single exercise of a power or right will not preclude any other or further exercise of that power or right or of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
17.1. These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(1) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 business days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(2) to the extent permitted under the Corporations Act 2001 (Cth)) any step is taken to enter into any arrangement between the Defaulting Party and its creditors, any step is taken to appoint a receiver, a receiver and manager, a liquidator, a provisional liquidator or like person of the whole or any part of the Defaulting Party’s assets or business, the Defaulting Party is bankrupt, or the Defaulting Party is unable to pay its debts as they fall due.
The Customer may only make a claim for shortages or a complaint in relation to the Goods if they do not comply with the work description set out in the Quote. No Goods may be returned to the Company without the Company’s prior written consent. Return of any Goods is at the Customer's expense, unless the Company has agreed in writing to their return. The Company reserves the right to declare void any claim where the Customer does not extend to the Company a reasonable opportunity to fully inspect the Goods, application and circumstances of the Goods. The Company will make good at its option by repair or replacement of any Goods sold by it which are shown to the Company’s satisfaction to have been, at the time of delivery, defective where such defect is solely attributable to defective workmanship, materials or manufacture provided that no defect is caused by wilful damage, negligence, incorrect storage or application, incorrect use, movement, installation or assembly (except by the Company, its servants or its agents) or defects caused by fair wear and tear. The Company reserves the right to have the Customer return the original Goods before reprinting or refunding the Order.
19.1. If GST is payable on any supply made under these Terms, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and must be paid in addition to the consideration expressed elsewhere in these Terms, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
19.2. If an adjustment event arises in respect of any supply made under these Terms, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
19.3. If the recipient is required under these Terms to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
19.4. The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
20. Australian Consumer Law
20.1. Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.
20.2. Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in these Terms.
20.3. This clause 20 will survive the termination or expiry of these Terms.
21. Confidential Information
21.1. Subject to clause 14.2, each Party must (and must ensure that its personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other Party.
21.2. Clause 21.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and provided that the disclosing Party ensures the adviser complies with the terms of clause 21.1.
21.3. This clause 21 will survive the termination of these Terms.
22.1. Assignment: Subject to clause 22.2, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
22.2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
22.3. Disputes: A Party may not commence court proceedings relating to any dispute, arising from these Terms (Dispute) without first meeting with or making reasonable attempts to meet with, a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. The Parties agree to attend any such mediation in good faith. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction, or will operate to prevent a Party from taking steps to recover any debt.
22.4. Entire Agreement: Subject to your Consumer Law Rights, these Terms contain the entire understanding between the Parties and the Parties agree that these Terms supersede all previous negotiations, understandings, warranties, commitments and agreements, in respect of its subject matter.
22.5. Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(1) as soon as reasonably practicable, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(2) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms. For the purposes of these Terms, “Force Majeure Event” means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, natural occurrences including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic
22.6. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and your obligations under it.
22.7. Governing law: These Terms are governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
22.8. Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under these Terms.
22.9. Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.