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SignCity (NT) Pty Ltd – ABN 62 124 971 768
Delivery: 78 Winnellie Road, Winnellie, Northern Territory, Australia, 0820
Postal: PO Box 39889, Winnellie, Northern Territory, Australia, 0821
Telephone: (61) 08 8984 4722
Email: info@signcitynt.com.au
Web: www.signcitynt.com.au

 

Terms and Conditions

1. INTRODUCTION

1.1 Application of these Terms and Conditions
These Terms and Conditions are incorporated into any contract between a printer and
customer for the supply of goods and/or services by the printer to the customer.

1.2 Interpretation
In these Terms and Conditions:
“Business Day” means a day on which banks are open for general banking business in
the State or Territory in which the printer’s premises are located;
“Estimate” means the estimate referred to in sub-clause 2.1(b) (as amended in
accordance with clause 2.4);
“Goods” means the final goods produced by the printer by completing the Order;
“GST” means A New Tax System (Goods and Services Tax) Act, 1999;
“Interest Rate” means the aggregate of two percent (2%) and the rate of interest
expressed as a percentage per annum charged by the Commonwealth Bank of Australia
from time to time on Overdraft Accounts exceeding One Hundred Thousand Dollars
($100,000);
“Order” means the work required to be done in order to fulfil the customer’s instructions;
“Quote” means the quote described in clause 2.1.

1.3 General
In these Terms and Conditions, 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 and Conditions;
(c) a reference to a party to these Terms and Conditions 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.

1.4 Headings
In these Terms and Conditions, headings are for convenient reference only and do not
affect interpretation.

1.5 Business Day
If the day on which any act, matter or thing is to be done under this agreement is not a
Business Day, that act, matter or thing:
(a) if it involves a payment other than a payment which is due on demand, must
be done on the preceding Business day; and
(b) in all other cases, may be done on the next Business Day.

2. QUOTES

2.1 Printer to supply quote
The printer may, if requested by the Customer, give the customer a quote specifying:
(a) the work required to be done in order to fulfil the customer’s instructions; and
(b) an estimate of the printer’s charge for the performance of such work.

2.2 Deposit
The printer may request that a 50% deposit is paid by the customer to the printer of the
total estimates provided pursuant clause 2.1.

2.3 Acceptance by customer
Where the printer has given the customer a quote:
(a) the printer need not commence work until the Quote has been accepted by
the customer and deposit paid pursuant to clause 2.2 (if any).
(b) the customer may accept the Quote by instructing (orally or in writing) the printer to
commence work.
(c) acceptance by the customer of the Quote will constitute acceptance by the
customer of these Terms and Conditions.

2.4 Quote evidence of instructions
If a written Quote is accepted by the customer, the work the subject of the quote shall be
carried out and the customer shall pay for work in accordance with the Terms and
Conditions.

2.5 Printer may revise Estimate
The printer may amend the Estimate before the Order has been completed to take into
account any rise or fall in the cost of performing the Order and the printer shall notify the
customer of such amendment as soon as practicable thereafter. Upon the printer giving
the customer notification of such amendment such amended estimate shall be deemed to
be the Estimate for the purposes of these Terms and Conditions.

3. CHARGES

3.1 Invoice
Subject to clause 5.3, when the Order has been completed, the printer will issue an
invoice to the customer for the amount of the Estimate or, if no Estimate was made, for an
amount representing the printer’s charge for the work done in filling the Order, and for any
of the other charges specified in clause 3.2 (minus any deposits paid).

3.2 Additional Charges
In addition to the amount of the Estimate, or where no estimate was given, or the amount
representing the printer’s charge for the work done, the printer may charge to the
customer:
(a) fees for any preliminary work performed at the customer’s request;
(b) fees for additional work required to be done as a result of the customer changing
his, her or its instructions;
(c) fees for having to work from poor or incomplete copy;
(d) fees for work which involves tables or foreign language and which was not notified
to the printer before the Quote was prepared;
(e) fees for additional work required to be done as a result of author’s corrections,
including repagination or reformatting;
(f) fees and other charges for work required to be done urgently, including any
overtime costs;
(g) fees for handling or storing material or equipment supplied by the customer for the
purposes of the Order;
(h) fees for changing or correcting, in order to ensure that the Goods are properly
produced, any plates, film, bromides, die formes, artwork or any document
including computer files supplied for the purposes of the Order by the customer;
(i) freight costs and charges;
(j) other charges, fees or disbursements referred to in these Terms and Conditions
and not specified in this clause;

3.3 For the purposes of these Terms and Conditions:
(a) the term “printer’s charge” refers in each case to the standard or usual fee charges
by the printer from time to time in respect of the Order;
(b) “preliminary work” means all and any work performed by the printer at the
customer’s express or implied request, the performance of which work was
necessary to enable the Order to be commenced and which work was not within
the reasonable contemplation of the printer at the time when the printer supplied
the Estimate;
(c) “additional work” includes all work undertaken by the printer as a consequence of
the customer’s variation, alteration or modification of its instructions in relation to
the Order; and
(d) “freight costs and charge” includes all costs and expenses incurred by the printer in
removing the Goods from its premises, whether by way of actual or
attempted delivery to the customer or otherwise.

4. DELIVERY

4.1 Notification
The printer shall notify the customer when the Goods are ready for collection.

4.2 Collection
The customer must collect the goods from the printer’s premises upon being notified by
the printer that the Goods are ready for collection. If the printer agrees to deliver the
Goods the customer shall bear all freight costs and charges of such delivery.

4.3 Rejection
Subject to clause 7.1 the customer may only reject the Goods if they do not comply with
the customer’s instructions. If the customer wishes to reject the Goods, the customer
must notify the printer of the rejection:
(a) if the printer agrees to deliver the Goods to the customer’s premises – within 7 days
of delivery (or such other time as is mutually agreed);

(b) otherwise – within 7 days of notification that the Goods are ready for collection
(or such other time as is mutually agreed).

4.4 Risk
The risk in the Goods passes to the customer:
(a) if the printer delivers the Goods to the customer’s premises – at the time
of delivery;
(b) otherwise – at the time the printer notifies the customer that the Goods are
ready for collection.
If the customer is entitled to reject the Goods and rejects the Goods in accordance
with these Terms and Conditions, risk reverts to the printer at the time the customer
notifies the printer that the Goods are rejected.

5. PAYMENT

5.1 Time for payment
The customer must pay to the printer the total amount set out in the invoice (minus any
deposits paid) prior to or on collection of the Goods (Cash On Delivery) or within the
Terms of the invoice. Where goods are not paid for within 7 days of notification of
completion of the Goods or as per the Terms of the invoice, the printer may charge
interest as stated in clause 5.2.

5.2 Interest
The printer may charge interest at the Interest Rate on amounts not paid within the time
specified in clause 5.1.

5.3 Advance and progress payments
(a) The printer may issue an invoice for the amount of the Estimate before
commencing the Order where the printer has not previously carried out work for the
customer or where the printer considers it otherwise prudent to do so;
(b) The printer may, in the event that the printer is of the view that completing
the Order will take more than a month, at any time before the Order is completed,
issue one or more invoices for a proportion of the amount of the Estimate (the
proportion to be at the printer’s discretion) and require that proportion of the
Estimate to be paid in advance of any further work being done.
(c) If the Order is suspended for more than 30 days at the request of the customer or
as a result of something for which the customer is responsible, the printer may
issue an invoice for a particular sum (to be specified by the printer) for the work
already done and for other costs incurred by the printer (such as storage costs).

5.4 Damages
The customer must pay to the printer any costs, expenses or losses incurred by the
printer as a result of the customer’s failure to pay to the printer all sums outstanding from
the customer to the printer (including, without limiting the generality of the obligation set
out in this clause, any debt collection and legal costs).

6. NON-PAYMENT

6.1 Retention of ownership
Until the customer has paid all sums outstanding in relation to the Goods;
(a) Title in the Goods shall not pass from the printer to the customer.
(b) If the Goods are in the customer’s possession, the customer shall hold the Goods
as trustee for the printer and must store the Goods so that they are clearly
identifiable as the property of printer.
(c) The printer may call for and recover possession of the Goods (for which purposes
the printer’s employees or agents may enter the customer’s premises and take
possession of the Goods without liability to the customer) and the customer must
deliver the Goods to the printer if so directed by the printer.
(d) The customer may, in the ordinary course of the customer’s business, sell the
Goods to a third party but:
(i) the proceeds of sale to the third party shall be held by the customer as
trustee for the printer and the customer shall account to the printer for those
sums; and
(ii) if the printer requires, the customer shall assign to the printer the
customer’s claim against the third party and shall execute all documents
necessary to effect that assignment.

6.2General lien
The printer shall, in respect of all sums owed by the customer to the printer hereunder,
have a general lien on all property of the customer in the printer’s possession and may,
after 7 days’ notice to the customer, sell that property and apply the proceeds (net of any
sale costs) in satisfaction of all or any part of the sums owed. In the event that any of the
customer’s property held by the printer as aforesaid enjoys copyright protection in favour
of the customer, the customer hereby grants to the printer a license to exercise the rights
conferred on the printer under this clause.

7. LIABILITY

7.1 Proofs
If the printer submits to the customer a proof of the Goods the printer will not be
responsible for any errors in the Goods which appeared in the proof and which were not
corrected by the customer before the Order was completed.

7.2 Resolution requirements and colour accuracy
All artwork, designs and images must be provided to the printer in minimum 300 Dots

Per Inch (DPI) and Cyan, Magenta, Yellow, Key (CMYK) colour mode. The printer is not
liable for images printed as fuzzy, distorted or pixilated due to low resolution artwork
provided by the customer. Furthermore, the printer is not liable for any colour shift that
occurs in conversions from Red, Green, Blue (RBG) to CMYK colour.

7.3 Black colour accuracy
The customer acknowledges that Orders that contain large solid areas of black ink must be
provided to the printer as CMYK black (100, 100, 100, 100). The printer is not liable for
printing consistent, solid and rich black artwork if this requirement is adhered to

7.4 Non-excludable Rights
The parties acknowledge that, under the applicable State and Commonwealth law, certain
conditions and warranties may be implied in these Terms and Conditions and there are
rights and remedies conferred on the customer in relation to the provision of the Goods or
of services which cannot be excluded, restricted or modified by agreement (“Nonexcludable Rights”).

7.5 Disclaimer of Liability
The printer disclaims all conditions and warranties expressed or implied, and all rights
and remedies conferred on the customer, by statute, the common law, equity, trade,
custom or usage or otherwise and all those conditions and warranties and all those rights
and remedies are excluded other than any Non-excludable Rights. To the extent
permitted by law, the liability of the printer for a breach of a Non-executable Rights is
limited, at the printer’s option, to the supplying of the Goods and/or any services again or
payment of the cost of having the Goods and/or any services supplied again.

7.6 Indirect losses
Notwithstanding any other provision of the Terms and Conditions, the printer is in no
circumstance (whatever the case) liable in contract, tort (including, without limitation,
negligence or breach or statutory duty) or otherwise to compensate the customer for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party; or
(d) any special indirect or consequential loss or damage of any nature
whatsoever caused by the printer’s failure to complete or delay in completing
the Order or to deliver the Goods.

7.7 Electronic data
Without limiting the generality of the foregoing clauses, the printer will not be liable to the
customer for loss, however caused, of any data stored on disks, tapes, compact disks or
other media supplied by the customer to the printer.

7.8 Customer’s property
Subject to clause 7.5, the printer will not be liable for the damage, loss or destruction of
any property of the customer in the printer’s possession unless the loss or damage is due
to the failure of the printer to exercise due care and skill handling or storing the property.

7.9 Force Majeure
The printer will have no liability to the customer in relation to any loss, damage or
expense caused by the printer’s failure to complete the Order or to deliver the Goods as a
result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout,
breakdown, war, the inability of the printer’s normal suppliers to supply necessary
materials or any other matter beyond the printer’s control.

8. GENERAL MATTERS

8.1 Periodicals
If the contract between the printer and customer relates to more than one issue of a
periodical:
(a) Each issue will, for the purposes of these Terms and Conditions, be considered to
be one Order,
(b) Subject to sub-clause (c), a party may not terminate a contract to which these
Terms and Conditions apply unless:
(i) in the case of periodicals published weekly or more frequently, that party has
given 4 weeks’ notice of that party’s intention to terminate the contract;
(ii) in the case of periodicals published less frequently than fortnightly, that party
has given 13 weeks’ notice of that party’s intention to terminate the
contract.
(c) Notwithstanding sub-clause (b), the printer may terminate the contract at any time if
the customer is in breach of any of provision of these Terms and Conditions
relating to payment.

8.2 Alterations to style etc
If, before the Quote is prepared, the customer does not give the printer specific
instructions in relation to style, type or layout:
(a) the printer may use any style, type and layout which, in the printer’s opinion,
is appropriate; and
(b) the printer may charge an additional amount for any additional work required to be
done (including the production of additional proofs) as a result of the customer
subsequently altering the style, type of layout used by the printer.

8.3 Overset
The customer must pay for overset matter (being matter produced on the customer’s

instructions but not used in a publication for which it was intended). The customer
may instruct the printer to retain overset matter for future issues of the publication or to
discard the overset matter.

8.4 Outside work
If the printer has to obtain goods (including printing, merchandise, typefaces, film,
plates, photos/images, ornaments or artwork) and/or services not normally stocked
or supplied by the printer from a third party in order to carry out the customer’s
instructions:
(a) The printer will not be liable for any breach of these Terms and Conditions if
that breach is a result of or is connected with the supply by the third party of
such goods and/or services.
(b) The printer acquires such goods and/or services as agent for the customer and
not as principal and will have no liability to the customer in relation to the
supply of those goods and/or services. Any claim by the customer in relation to
the supply of those goods and/or services must be made directly against the
third party.
(c) The customer must pay for such goods and/or services.
(d) Property in any such goods obtained from a third party and incorporated into
the Goods passes to the printer at the time of incorporation.

8.5 Material supplied by customer
If the printer and the customer agree that the customer is responsible for
supplying materials or equipment for the purposes of the Order:
(a) The customer must supply sufficient quantities of materials to allow for
spoilage, such quantity to be specified by the printer.
(b) The printer will not normally count or check the materials and if requested by
the customer to do so, may charge for counting or checking.
(c) The printer will not be responsible for any defects in the Goods which are
caused by defects in or the unsuitability of materials or equipment supplied by
the customer.
(d) Property in any materials supplied by the customer and incorporated into
the Goods passes to the printer at the time of incorporation.

8.6 Property left with printer
If the customer leaves property in the printer’s possession without specific instructions
as to what is to be done with it, the printer may, 12 months after gaining possession
of the property, dispose of or sell the property and retain any proceeds of sale as
compensation for holding and handling the property.

8.7 Responsibility to insure
The printer has no obligation to insure any property of the customer in the printer’s
possession. The customer must pay the cost of any insurance arranged by the printer at
the request of the customer.

8.8 Ancillary materials
Unless the printer and customer agree otherwise, drawings, sketches, paintings,
photographs, designs, typesetting, dummies, models, negatives, positives, blocks,
engravings, stencils, dies, plates or cylinders, electros, stereos, discs, tapes, compact
discs, or other media or data and other material produced by the printer in the course of
or in preparation for performing the Order (whether or not in fact used for the purposes of
performing the Order) are the property of the printer.

8.9 Copyright
(a) Copyright in all artistic and literary works authored by the printer shall be the
property of the printer.
(b) The customer:
(i) warrants that the customer has copyright in or a license to authorise the
printer to reproduce, all artistic and literary works supplied by the
customer to the printer for the purposes of the Order and the customer
hereby expressly authorises the printer to reproduce all and any of
such works for the purposes aforesaid;
(ii) hereby indemnifies and agrees to keep indemnified the printer against all
liability, losses or expenses incurred by the printer in relation to or in any
way directly or indirectly connected with any breach of copyright or of any
rights in relation to copyright in such literary and artistic works supplied
as aforesaid; and
(c) The customer is hereby granted a non-exclusive license to use the copyright in any
literary and/or artistic works authored by the printer for the purposes of the Order
however the exercise of such license shall be conditional upon the printer having
received all monies due to the printer under these Terms and Conditions.

8.10 Ideas
The customer must keep confidential and not use any ideas communicated by the printer
to the customer without the printer’s written consent.

8.11 Electronic/magnetic media
All disks, tapes, compact disks or other media (other than media supplied by the
customer) used by the printer to store data for the purposes of completing the Order are
the property of the printer. The customer cannot require the printer to supply to the
customer any data so stored. In the event that the printer does supply any data so stored
or created the printer may charge for supplying such data to the customer.

8.12 Storage of electronic data
The printer will not be responsible for storing any data on disks, tapes, compact disks or
other media when the Order has been completed. If the printer agrees to store such data,
the printer may charge for doing so.

8.13 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.

8.14 Severability
Any provision in these Terms and Conditions which is invalid or unenforceable in any
jurisdiction must be read down for the purposes of that jurisdiction, if possible, so as to be
valid and enforceable. If that provision cannot be read down then it is capable of being
severed to the extent of the invalidity or unenforceability without affecting the remaining
provisions of these Terms and Conditions or affecting the validity or enforceability of that
provision in any other jurisdiction.

8.15 Governing law and jurisdiction
These Terms and Conditions are governed by the law in force in the State or Territory in
which the printer’s premises are located and the parties submit to the non-exclusive
jurisdiction of the courts of that State or Territory and any courts which may hear appeals
from those courts in respect of any proceedings in connection with these Terms and
Conditions.

8.16 Notice under Personal Property Securities Act 1988 (Cth) (PPSA)
The printer does not need to give the customer any notice under the PPSA (including a
notice of verification statement) unless the notice is required by the PPSA and that
requirement cannot be excluded.

8.17 Enforcement of security interest
If chapter 4 of the PPSA would otherwise apply to the enforcement of the security interest
created under these Terms and Conditions, the customer agrees that the following
provisions of the PPSA will not apply; section 95 (notice of removal of accession) to the
extent that it requires the printer to give to the customer; section 121(4) (enforcement of
liquid assets – notice to grantor); section 130 (notice of disposal), to the extent that it
requires the printer to give a notice to the customer; paragraph 132(3)(d) (contents of
statement of account after disposal); subsection 132(4) (statement of account if no
disposal); section 135 (notice of retention); section 142 (redemption of collateral); section
143 (reinstatement of security agreement).

8.18 Relationship of the parties
Except as expressly provided in these terms and Conditions, nothing in these Terms and
Conditions is intended to constitute a fiduciary relationship or an agency, partnership or
trust; and no party has authority to bind any other party.

9. GOODS AND SERVICES TAX

9.1 All amounts are GST inclusive amounts
Unless otherwise stated, all amounts expressed or described in these Terms and
Conditions are GST inclusive amounts.

9.2 Out of pocket expenses are GST inclusive
All out of pocket expenses referred to in these Terms and Conditions are GST inclusive
out of pocket expenses.

9.3 Printer to assist customer
The printer will do all things reasonably available to it to assist the customer to claim on a
timely basis any input tax credits (if any) the customer may be entitled to claim for any
acquisition of goods and services from the printer. This includes the printer maintaining its
registered status for GST purposes, and issuing tax invoices for supplies made under
these Terms and Conditions on a timely basis as reasonably requested by the customer.

 

The ‘Terms & Conditions’ are based on the Printing Industries Association of Australia’s recommendations.
© Copyright: SignCity (NT) Pty Ltd (ABN 62 124 971 768)