Terms and Conditions

JUICE PROMOTIONS AUSTRALIA

ABN 60 922 180 866

CONDITIONS OF SALE

“CONDITIONS”
[D & A AUSTRALIA PTY LTD TRADING AS JUICE PROMOTIONS AUSTRALIA ]

APPLICATION

These Conditions relate to the ordering, delivery and supply of promotional products by D & A Australia Pty Ltd (trading as Juice Promotions Australia).
In these Conditions a reference to:

“we” and “us” means D & A Australia Pty Ltd trading as Juice Promotions Australia
“you” means the customer specified in the order placed on us to which these Conditions relate;
and “Products” means the products which are the subject of the order placed by you.

ORDERS

Any order placed by you on us for the supply of Products specified in the order will be subject to these Conditions. We will rely on orders (and other communications) purporting to be sent to us from you by email or facsimile and you must indemnify us for any loss we incur by doing so.
Any order placed by you on us for the supply of Products specified in the order will be subject to these Conditions.
Your order should be accompanied by the specifications for the Products referred to in the order.
We are not obliged to accept any order you place on us.
Our acceptance of your order will be communicated by us giving you the Initial Invoice for the order.
Unless you have established a credit account with us, we are not obliged to source any Product for you or supply Products until the Initial Invoice is paid
Once we have accepted your order and payment of the Initial Invoice is received by us, we will use our reasonable endeavours to supply your order within the time you require.
We will supply Products in accordance with the specifications contained in the accepted order.
You are not entitled to cancel or vary your order without our written consent. If we give our consent it may be given subject to conditions including the payment to us of all extra costs we incur (including but not limited to additional transport, storage or packing costs). Any cancellation or variation will only be binding on us if notified to us and agreed in writing.

DELIVERY

We will deliver the Products ordered by you to the address specified in your order.
We will not be liable to you for any delay in delivery or failure to deliver any Products ordered by you.

RETURN OF GOODS

We will make every effort to ensure that the Products supplied to you match the specifications attached to your order or the samples on which your order is based. However, the nature of the Products is such that minor variations in colour, size, quantity or quality are likely to occur. We accept no responsibility for these things or other minor non-conformance with specifications or samples and you are not entitled to return the Products or claim any compensation in these circumstances.
If you assert that the Products we deliver to you do not substantially conform with the Products you ordered you must notify us in writing within seven days of delivery of the Products. If you do not do this the Products delivered will be deemed to have conformed with the Products you ordered.
When we receive written notice of substantial non conformance from you in accordance with clause 4.1, we will inspect the Products delivered. We will accept return of Products that do not substantially conform with the Products ordered – but not otherwise. This return will be offered in the form of a company credit to be used at any time by you.

PRICE

The price at which Products will be supplied to you will be the price stated in our price list, or in the specific quotation given to you, which is current at the time we receive your order.
All prices quoted by us exclude GST or any other applicable tax or levy. These will be charged to you in addition to the purchase price. These amounts will be itemised on the invoice which will accompany the Products delivered to you.
Product prices will be specified and will be payable in Australian Currency, unless otherwise agreed in writing.

INVOICES

Our invoices will describe the type and quantity of Products delivered, the total purchase price (including GST and any other applicable tax or levy) less any payment previously made.
This invoice will also detail any other charges related to agreed changes to your order, made after your order has been accepted.

PAYMENT

We will invoice you for a deposit of the price for the Products ordered by you on acceptance of your order (Initial Invoice).
Unless you have a current credit account we will invoice you and you must pay:
(a)the Initial Invoice on receipt; and
(b)the balance of the price (for the Products ordered by you) prior to us delivering them to you.
If you have a current credit account with us payment of any invoice must be made within 30 days of the invoice.
If you fail to pay us any amount by the due date for payment we may recover from you interest on the unpaid amount at the rate equal to the aggregate of the overdraft rate set by the Australian New Zealand Banking Group Limited from time to time plus 3%. Interest is payable from the due date until payment has been made in full. Interest is calculated on a daily basis.
If you fail to pay us any amount by the due date you will also pay us all costs, fees, charges and disbursements including collection agency commissions and solicitor-client costs incurred by us in recovering the amount due.
If you pay an invoice with a cheque which is not met on presentation then, in addition to reimbursing us for all bank fees which we incur, you will also pay us an administration of $15 each time we present the cheque.

RISK AND TITLE

Property and risk in Products ordered by you passes to you on the earlier of us notifying you that the Products are ready for delivery or actual delivery. You are responsible for insuring them from that point in time.

LIABILITY LIMITATION

Terms and conditions and warranties implied by law which cannot be excluded, restricted or modified apply to theseConditions to the extent required by that law.
We exclude to the extent permitted by law all other terms, conditions and warranties which might be applied into these Conditions.
To the extent permitted by law our sole liability for breach of contract, breach of statutory duty, negligence or other tort is limited at our option to supplying the Products again or the payment of the cost of having the Products supplied again.
You do not rely on any representation, warranty or other provision made by us or on our behalf which is not expressly stated in these Conditions.
We are not liable to you or anyone claiming through you for any damages, (whether direct, indirect, general, special or consequential) from any cause apart from liability as set out in this clause 8.

INTELLECTUAL PROPERTY RIGHTS

If, in your order, you have requested us to apply artwork (which may include a design or logo) to the Products you want us to supply or to supply a Product built to a drawing supplied by you then you warrant, represent and undertake to us that, at the time we accept and deliver your order that:

the artwork or drawing is original and will not infringe the intellectual property rights (eg trade marks, designs and/or patents) or any other proprietary rights (eg confidential information) of any third party;
the artwork is not defamatory;
your conduct in making available the Products with the design on them or in accordance with the drawing will not constitute passing off, unfair competition, misleading conduct, deceptive conduct, a breach of confidence or an invasion of privacy;
you are authorised to supply the artwork or drawing to us;
you are not aware of any legal proceedings or claims by any third party alleging that the artwork or drawing infringes the intellectual property rights of any third party.
We have the right, to confirm your right to use third party artwork, drawings, intellectual property rights, logos, trademarks etc. by contacting the apparent owner of those things.
You agree to indemnify us from and against all actions that may be asserted or brought against us as a result of the breach of the representation warranty or undertaking contained in this clause 10.

SAMPLE APPROVAL

If you ask us to apply artwork to a Product ordered by you then you must provide us with a sample of the artwork in the format (jpeg, gif, eps etc) we request.
We may arrange for a sample of the Product ordered by you to be produced and presented to you for approval. You must give approval within seven days of presentation and if you do not the sample will be deemed to have been approved.
Once you give, or are deemed to have given, approval then we will not be responsible if you want to change the artwork applied to the sample or the drawing on which the sample is based or if an error in the artwork or drawing manifests itself.
We will rely solely on your acceptance of the sample and will not subject the sample to any other inspection or checks.

ENTIRE AGREEMENT

These Conditions constitute the entire conditions of the agreement between us relating to the supply of the Products described in your order. You agree that none of the terms which you forward to us with your order will form part of that agreement or any other offer you make to us in relation to the supply of Products. These Conditions will always take precedence over those terms.
No agreement to modify these Conditions is to be binding on us unless it is in writing and signed by one of our duly authorised officers.

NOTICES

Any notice given pursuant to these Conditions must be in writing and must be delivered or sent by pre-paid mail or facsimile to the address or number specified by the recipient as the address or number at which notices may be given.
Our address for the purpose of notices is: Suite 12, 5-9 Munni Street Newtown, NSW 2042 or deemed in the current Sydney White Pages Telstra Directory.
The address and facsimile number at which we may give notices to you is specified on your order.

GENERAL

You must not assign the benefit of an order which you place with us without our prior written consent.
Neither of us is liable to the other for any delay or failure to perform obligations to the extent that the delay or failure is due to a cause beyond that party’s reasonable control.
If any provision of these Conditions is deemed to be unlawful or unenforceable the provision may be severed from these Conditions and the remaining provisions will remain in full force and effect.
A failure of us to enforce any right or remedy under these Conditions does not then constitute a waiver of any such right or other right.
The law of New South Wales governs these Conditions. Each party submits to the non exclusive jurisdiction of the courts of New South Wales.

CHANGES TO THESE TERMS AND CONDITIONS

These terms and conditions may be changed at any time by us without notice to you.If you continue to order after such changes, it is deemed that you have accepted those changes.

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