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TERMS AND CONDITIONS OF SALE
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The following terms and conditions are, to the extent applicable, those to which Abbey Plastic Products and the Customer have agreed to be bound for all supplies by Abbey Plastic Products to the Customer. They may be varied if there is, and only to the extent of, any agreed written variation.
1. Definitions
a. 'Abbey Plastic Products' means Abbey Plastic Products Pty. Ltd. ABN 99 003 875 287.
b. 'The Customer' includes any agent acting on behalf of the Customer (except where Abbey Plastic Products may act on the Customer's behalf for the purpose of delivering, insuring or otherwise dealing with the goods at the Customer's direction).
2. Delivery/Risk, Time, Delivery by Instalments, & Unders/Overs
a. Risk in the goods shall pass to the Customer ex-Seller's warehouse at the time when the goods are placed on the vehicle which is to deliver the goods from Abbey Plastic Products' premises.
b. The Customer appoints Abbey Plastic Products as agent to arrange delivery and insurance of the goods to the Customer's premises at the Customer's expense. Abbey Plastic Products in so doing will insure goods in transport for a total value not exceeding $8,000.00 in any one shipment. If this is deemed insufficient by the Customer, this must be advised in writing to Abbey Plastic Products prior to forwarding of shipment, and Abbey Plastic Products will arrange for insurance in accordance with such advice at the Customer's expense.
c. Any times quoted for delivery and installation are estimates only and Abbey Plastic Products will not be liable for failure to deliver or install nor for delay in delivery or installation arising from any cause whatsoever beyond its control. The Customer will not be relieved of any obligation to accept nor pay for goods by reason of any delay in delivery or despatch.
d. Special provisions as to essential times of delivery (if any) may be made with ABBEY but only if agreed with and made through an authorised officer.
e. Abbey Plastic Products reserves the right to deliver by instalments, and each instalment will be deemed to be sold under a separate contract. Failure to deliver any instalment will not entitle the Customer to repudiate the contract. Delivery of 5% more or less than quantity specified constitutes fulfilment of the Customer's order. Any excess up to 5% to be taken by the Customer who will pay for the quantity actually delivered.
3. Payment Terms
a. Generally, payment of goods is to be nett cash on delivery, or at collection ex-factory (as applicable), and if payment is to be by credit card the amount owed will be debited at that time from the credit card account provided by you.
Payment will be considered received once the amount payable by you is received by Abbey Plastic Products in immediately available funds. Until payment is received, Abbey Plastic Products reserves the right to cancel any order or delivery.
b. If you are an approved account customer, you will be invoiced at the time of delivery for the goods, and you must pay for the goods within the agreed credit terms.
4. Quotation - generally
Quotation is subject to final written confirmation on receipt of order and to re-quotation if the order is not received within 1 month. Any order placed by the Customer is deemed to be an order incorporating these Terms and Conditions notwithstanding any inconsistencies which may be introduced in the Customer's order or acceptance unless expressly agreed to by Abbey Plastic Products in writing. Abbey is not obliged to accept any order placed with it.
1. Quotations and e-mail
a. Quotations supplied by e-mail are not open for the Customer's acceptance. Any agreement is concluded only after Abbey Plastic Products communicates its acceptance of your order placed on 'Abbey Plastic Products' Order Form', and is subject to entry into agreed credit terms, or completion of EFTPOS, credit card, or prepayment transactions (as the case may be).
b. Abbey Plastic Products' Order Form with Abbey Plastic Products' Terms and Conditions of Trade will be e?mailed to the Customer with that Form. The Terms and Conditions of Trade are also available on Abbey's web-site.
c. Abbey's acceptance and a copy of your completed 'Abbey Plastic Products Order Form' will be communicated by fax to your nominated fax number, and will be taken to be a concluded agreement on the terms disclosed therein if not countermanded by either party by the close of the next business day.
d. Any notice sent via facsimile machine will be taken to have been delivered at the time and on the day that the whole of the notice or communication was transmitted from the sending facsimile machine and the answer back of the receiving machine was received by the sending machine.
e. Abbey is not obliged to accept any order placed with it.
5. Security & Virus Warning
The internet and the world wide web are unsecured public networks. The Customer acknowledges and agrees that:
a. information sent to or from Abbey by e-mail or an online area (including Abbey's web-site) may be intercepted, corrupted or modified by third parties; and
b. files obtained from or through e-mail or an online area (including Abbey's web-site) may contain computer viruses or other defects,
and that you will be responsible for any loss or damage caused thereby.
6. Quotations & Goods and Services Tax
a. Prices are as quoted in the body of the quotation net of GST (i.e., 10% GST is to be added) unless otherwise shown.
b. The price and all other moneys payable by and on behalf of the Customer are exclusive of Goods and Services Tax or like impost (GST).
c. Liability for GST (payable in respect of any taxable supply) is additional. It is payable by the Customer to Abbey Plastic Products at the same time as the price and other moneys are payable.
7. Price Variations - Errors, Continuous Runs, Small Runs & Future Deliveries
a. Errors and omissions on any invoice, credit note or in respect of any cash cheque or other means of payment relating thereto are excepted and subject to adjustment by Abbey Plastic Products.
b. Prices quoted in the body of the quotation are based on continuous runs in the lots specified or the amount of each individual order. Smaller runs, unless for the convenience of Abbey Plastic Products, are to be subject to price increases.
c. If the order is for a future delivery, or if Abbey Plastic Products is unable to effect immediate delivery in respect of any order, the order is accepted subject to price adjustment and the order will be charged and paid for at Abbey Plastic Products' list price at the time when the delivery was made.
8. Variation or Cancellation of Contract
The Customer will be responsible for any loss to Abbey Plastic Products arising from any variation in quantities ordered, or delivery dates, or any cancellation of this contract in whole or in part, and the amount of any such loss will be recoverable by Abbey Plastic Products from the Customer as and by way of liquidated damages.
9. Description
Any description of goods is given for convenience only and use of such does not constitute the contract a sale by description.
10. Indemnity for Infringements of Intellectual Property/Confidentiality
The Customer agrees to indemnify Abbey Plastic Products against all damages, penalties, costs and expenses to which Abbey Plastic Products may become wholly or partially liable in relation to the supply of goods or materials to the Customer involving an infringement or alleged infringement of: -
a. any patent, trademark, copyright, registered design, alloy or composition, and
b. any Customer's obligation of confidentiality or secrecy to another person,
which the Customer knew or ought to have known would arise out of the supply by Abbey Plastic Products to the Customer and of which Abbey Plastic Products was not made expressly aware.
11. ABBEY's Intellectual Property
a. The Customer acknowledges that: -
i. ABBEY holds (either as owner or licensed distributor) the copyright, design and other intellectual property rights in the layout, design and function of various of its products, such as folders and sleeves; and
ii. by the sale of the products to the Customer ABBEY does not include: -
(1) any assignment of such rights,
(2) nor permission to commercially exploit such rights in any way other than for the ordinary use to which the products are put in the ordinary course of business or for ordinary household use (as the case may be).
b. The Customer agrees: -
i. that it must not duplicate or make copies of the products without first obtaining ABBEY's express written consent, and
ii. to indemnify ABBEY against all costs, damage, losses, and expense arising out of a breach of this clause .
12. Tooling - dies, moulds, etc..
a. Unless the context otherwise requires, 'Tooling' includes dies, moulds, knives, and the like.
b. If the goods are manufactured with or from Tooling supplied by Abbey Plastic Products, Abbey Plastic Products does not warrant that the goods are of the exact measure, content or capacity as that referred to in the description of the goods.
c. If the goods are manufactured from Tooling supplied by the Customer, Abbey Plastic Products accepts no responsibility for the shape, measure, content, capacity, fitness or otherwise of the Tooling or the suitability of the Tooling for manufacture of the goods or for loss of or damage to the die.
d. Tooling (other than Tooling supplied by and at the sole expense of the Customer) whether charged for or not remains the property of Abbey Plastic Products and Abbey Plastic Products will not be under any obligation to deliver them to the Customer or part with possession of them.
e. The Customer agrees to pay for alteration of Tooling made necessary by changes in specifications accepted by Abbey Plastic Products and agrees to assume all risk of resultant damage of such Tooling.
f. If Tooling is supplied by the Customer every care will be taken to ensure that they are kept in good order and condition but no responsibility is accepted by Abbey Plastic Products for any loss or damage. Maintenance and repairs of the same required under normal usage are to be paid for by the Customer.
g. When a prototype is submitted for making of an item of Tooling, drawings may be prepared if required, which drawings when approved will be the basis for construction of a die allowing for reasonable tolerances and thereafter no responsibility will be accepted by Abbey Plastic Products for any difference or departure from the prototype.
h. When the costs of producing an item of Tooling chargeable to the Customer have been amortized, then at the earlier of:
i. at the expiration of the period specified in the quotation, calculated from the date of the Contract, or
ii. on the Customer ceasing to use the product,
the whole of the balance of such costs then outstanding become immediately due and payable by the Customer to Abbey Plastic Products. Where the Customer has agreed to take delivery of specified quantities of the product on specified dates, a proportion of the such costs applicable to those quantities will be payable on the dates so specified, whether delivery of the product is actually accepted or not.
13. Inserts
If the Customer is to supply the Inserts, they are to be of agreed tolerance and material and supplied by the Customer in quantities: -
a. so as to permit economical production of the quoted article, and
b. excess to actual requirements to allow for normal wastage.
Abbey Plastic Products will assist the Customer to determine these matters if requested.
14. Customer acknowledgments
a. Customer's Artwork
The following parts of this sub-clause apply when Abbey Plastic Products is not specifically engaged to produce or supply its own artwork or layout for incorporation in the goods for the Customer.
The Customer acknowledges that: -
i. it does not rely on Abbey Plastic Products to oversee, ensure, nor guarantee that any artwork supplied by the Customer for incorporation in Abbey Plastic Products' product will be unaffected visually or spatially by components (such as, but not limited to, binding rings, plates, and rivets) that are to be incorporated in the finished product;
ii. Abbey Plastic Products is not required to check, proofread, and correct any text or artwork supplied by the Customer or its contractors UNLESS expressly requested to do so by the Customer, and the request is accepted in a written communication from Abbey Plastic Products; and
iii. that it has made its own enquiries independently of Abbey Plastic Products for such matters.
b. Materials & Customer's Uses
The Customer acknowledges that: -
i. it does not rely on Abbey Plastic Products in respect of the performance, durability, nor contamination characteristics of any of the materials from which its products are fabricated that are not evident from a visual inspection thereof; and
ii. it has satisfied itself independently of Abbey Plastic Products of the appropriateness of such materials for the Customer's intended uses.
15. Claims - damage, shortages
Claims for shortages or defects are to be made in writing within 14 days of delivery. Merchandise is to be returned only upon written authority of Abbey Plastic Products and adequately packed for transport. Abbey Plastic Products accepts no responsibility for merchandise returned without such authority. Abbey Plastic Products will not issue credits on goods altered or defaced in any way or upon which any additional operation has been performed. Allowances for proved shortages or defects will be duly credited, but Abbey Plastic Products is not obliged to replace goods concerned. No claim for damage direct or indirect in respect of the goods will in any event exceed the total invoice price of the goods in respect of which such claim will arise. All damage over and above such invoice price will be borne by the Customer.
16. Other Claims
The parties agree and acknowledge that, except where any statutory right is non-excludable, Abbey Plastic Products will not be liable for any loss or damage which the Customer may sustain or for any liability for any defect in any goods supplied in excess of:-
a. the replacement of the goods or the supply of equivalent goods;
b. the repair of the goods;
c. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
d. the payment of the cost of having the goods repaired,
or any combination thereof as Abbey Plastic Products may elect in the exercise by it of reasonable discretion and in any event the liability of Abbey Plastic Products will not exceed the purchase price of any such goods, accordingly, all and any other liability hereunder of Abbey Plastic Products is hereby excluded to the maximum extent permitted by law.
17. Waiver
Failure by Abbey Plastic Products to insist upon strict performance of any term or condition herein will not be deemed a waiver thereof or of any rights Abbey Plastic Products may have, and will not be deemed a waiver of any subsequent breach of term or condition.
18. Failure to Pay
In the event that the Customer fails to pay for the goods in accordance with any arrangement or agreement for the supply on credit terms, the Customer will be regarded as being in breach of the arrangement or agreement and the following will occur: -
a. all amounts owing by the Customer to Abbey Plastic Products will become immediately due and payable;
b. Abbey Plastic Products will become entitled to retake possession of the goods and for that purpose will be entitled to enter upon the Customer's premises for the purpose of retaking possession of the goods;
c. Abbey Plastic Products may at its discretion cancel or alter the credit limit under the arrangement or agreement;
d. Abbey Plastic Products may cancel any unfilled orders.
19. Privacy
a. By accessing, or ordering goods from the Web Site or by any other means you acknowledge and agree that Abbey may collect, retain and use personal information about you for Abbey's evaluation, administration and marketing purposes.
b. You may, upon request have access to the personal information kept by Abbey and request correction to any errors in such personal information.
20. Reservation of Title
Without limiting the conditions set out in any existing arrangement or agreement for supply on credit terms, where title to the goods has not passed, the Customer holds the goods as Bailee on behalf of Abbey Plastic Products until title passes and the Customer will store and maintain the goods in such a way that the goods are clearly identified as being the property of Abbey Plastic Products.
21. Force Majeure
Abbey Plastic Products will not have any liability or obligation to the Customer for any consequential or other loss or damage caused by any failure to supply goods or perform services where such failure is a result of any cause beyond the reasonable control of Abbey Plastic Products.
22. Governing Law & Severance
This document is governed by the laws from time to time in force in the State of New South Wales, and if any provision hereof is rendered invalid, void or unenforceable the remainder shall remain in full force and effect.
23. Changes to these terms
For Customers with an account, ABBEY may alter these TERMS AND CONDITIONS OF SALE on giving the Customer 30 days notice in writing of the changes, and such changes will apply to future sales made and orders taken after expiry of that 30 day period.
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