Terms Of Trade

/Terms Of Trade
Terms Of Trade 2017-06-22T19:52:10+00:00

Terms of Trade

  1. Definitions
    1.1 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by SAFETY NETWORK PTY LTD to the Client.
    1.2 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
    1.3 “Goods” shall mean Goods supplied by SAFETY NETWORK PTY LTD to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by SAFETY NETWORK PTY LTD to the Client.
    1.4 “Services” shall mean all Services supplied by SAFETY NETWORK PTY LTD to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
    1.5 “Price” shall mean the price payable for the Goods as agreed between SAFETY NETWORK PTY LTD and the Client in accordance with clause 4 of this contract.

    2. The Commonwealth Trade Practices Act 1974 (“TPA”) and Fair Trading Acts (“FTA”)
    2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

    3. Acceptance
    3.1 Any instructions received by SAFETY NETWORK PTY LTD from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by SAFETY NETWORK PTY LTD shall constitute acceptance of the terms and conditions contained herein.
    3.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
    3.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of SAFETY NETWORK PTY LTD.
    3.4 The Client shall give SAFETY NETWORK PTY LTD not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by SAFETY NETWORK PTY LTD as a result of the Client’s failure to comply with this clause.
    3.5 Goods are supplied by SAFETY NETWORK PTY LTD only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
    3.6 Once accepted by the Client, SAFETY NETWORK PTY LTD written quotation shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, SAFETY NETWORK PTY LTD shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.

    4. Price And Payment
    4.1 At SAFETY NETWORK PTY LTD’s sole discretion the Price shall be either:
    (a) as indicated on invoices provided by SAFETY NETWORK PTY LTD to the Client in respect of Goods supplied; or
    (b) SAFETY NETWORK PTY LTD’s quoted Price (subject to clause 4.2) which shall be binding upon SAFETY NETWORK PTY LTD provided that the Client shall accept SAFETY NETWORK PTY LTD’s quotation in writing within thirty (30) days.
    4.2 SAFETY NETWORK PTY LTD reserves the right to change the Price in the event of a variation to SAFETY NETWORK PTY LTD’s quotation. When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in SAFETY NETWORK PTY LTDs opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described, then the cost of such variations may be charged to the Client and shown as extras on the invoice.
    4.3 All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.
    4.4 Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought or made at its request for the works.
    4.5 When style, artwork, material, type or layout is left to SAFETY NETWORK PTY LTDs judgement and then the Client makes further alterations to the copy this will be invoiced as an extra.
    4.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

    5. Delivery Of Goods
    5.1 At SAFETY NETWORK PTY LTD’s sole discretion delivery of the Goods shall take place when:
    (a) the Client takes possession of the Goods at SAFETY NETWORK PTY LTD’s address; or
    (b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by SAFETY NETWORK PTY LTD or SAFETY NETWORK PTY LTD’s nominated carrier).
    5.2 At SAFETY NETWORK PTY LTD’s sole discretion the costs of delivery are:
    (a) included in the Price; or
    (b) in addition to the Price; or
    (c) for the Client’s account.
    5.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then SAFETY NETWORK PTY LTD shall be entitled to charge a reasonable fee for redelivery.
    5.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
    5.5 SAFETY NETWORK PTY LTD may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
    5.6 The failure of SAFETY NETWORK PTY LTD to deliver shall not entitle either party to treat this contract as repudiated.
    5.7 SAFETY NETWORK PTY LTD shall not be liable for any loss or damage whatsoever due to failure by SAFETY NETWORK PTY LTD to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of SAFETY NETWORK PTY LTD.

    6. Risk
    6.1 If SAFETY NETWORK PTY LTD retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
    6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, SAFETY NETWORK PTY LTD is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by SAFETY NETWORK PTY LTD is sufficient evidence of SAFETY NETWORK PTY LTD’s rights to receive the insurance proceeds without the need for any person dealing with SAFETY NETWORK PTY LTD to make further enquiries.
    6.3 Where the Client expressly requests SAFETY NETWORK PTY LTD to leave Goods outside SAFETY NETWORK PTY LTD’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk and it shall be the Client’s responsibility to ensure the Goods are insured adequately or at all.
    6.4 Whilst every care is taken by SAFETY NETWORK PTY LTD to carry out the instructions of the Client, it is the Clients responsibility to undertake a final proof reading of the Goods. SAFETY NETWORK PTY LTD shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Clients alterations require additional proofs this shall be invoiced as an extra.
    6.5 SAFETY NETWORK PTY LTD is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by SAFETY NETWORK PTY LTD to match virtual colours with physical colours, SAFETY NETWORK PTY LTD will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contra against final invoice.
    6.6 While every effort will be taken by SAFETY NETWORK PTY LTD to match PMS colours, SAFETY NETWORK PTY LTD will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.
    6.7 SAFETY NETWORK PTY LTD shall not be held liable for inks wearing off through general wear and tear.
    6.8 SAFETY NETWORK PTY LTD shall be under no liability whatever to the Client for any variation (beyond the reasonable control of SAFETY NETWORK PTY LTD) in colours between the approved prototype and the finished Goods.

    7. Client’s Property and Material Supplied by Client
    7.1 In the case of property and materials left with SAFETY NETWORK PTY LTD without specific instructions, SAFETY NETWORK PTY LTD shall be free to dispose of them at the end of twelve months after his receiving them and to accept and retain any proceeds gained from such disposal to cover SAFETY NETWORK PTY LTD’s costs in holding and handling such items.
    7.2 Where materials or equipment are supplied by the Client for the provision of Services SAFETY NETWORK PTY LTD shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the works.
    7.3 Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by SAFETY NETWORK PTY LTD to ensure correctly finished work shall be invoiced as an extra.

    8. Title
    8.1 SAFETY NETWORK PTY LTD and the Client agree that ownership of the Goods shall not pass until:
    (a) the Client has paid SAFETY NETWORK PTY LTD all amounts owing for the particular Goods; and
    (b) the Client has met all other obligations due by the Client to SAFETY NETWORK PTY LTD in respect of all contracts between SAFETY NETWORK PTY LTD and the Client.
    8.2 Receipt by SAFETY NETWORK PTY LTD of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then SAFETY NETWORK PTY LTD’s ownership or rights in respect of the Goods shall continue.
    8.3 It is further agreed that:
    (a) where practicable the Goods shall be kept separate and identifiable until SAFETY NETWORK PTY LTD shall have received payment and all other obligations of the Client are met; and
    (b) until such time as ownership of the Goods shall pass from SAFETY NETWORK PTY LTD to the Client SAFETY NETWORK PTY LTD may give notice in writing to the Client to return the Goods or any of them to SAFETY NETWORK PTY LTD. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and
    (c) SAFETY NETWORK PTY LTD shall have the right of stopping the Goods in transit whether or not delivery has been made; and
    (d) if the Client fails to return the Goods to SAFETY NETWORK PTY LTD then SAFETY NETWORK PTY LTD or SAFETY NETWORK PTY LTD’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and
    (e) the Client is only a bailee of the Goods and until such time as SAFETY NETWORK PTY LTD has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Client owes to SAFETY NETWORK PTY LTD for the Goods, on trust for SAFETY NETWORK PTY LTD; and
    (f) the Client shall not deal with the money of SAFETY NETWORK PTY LTD in any way which may be adverse to SAFETY NETWORK PTY LTD; and
    (g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of SAFETY NETWORK PTY LTD; and
    (h) SAFETY NETWORK PTY LTD can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and
    (i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that SAFETY NETWORK PTY LTD will be the owner of the end products.

    9. Defects
    9.1 The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify SAFETY NETWORK PTY LTD of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford SAFETY NETWORK PTY LTD an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which SAFETY NETWORK PTY LTD has agreed in writing that the Client is entitled to reject, SAFETY NETWORK PTY LTD’s liability is limited to either (at SAFETY NETWORK PTY LTD’s discretion) replacing the Goods or repairing the Goods except where the Client has acquired Goods as a consumer within the meaning of the Trade Practices Act 1974 or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.

    10. Returns
    10.1 Returns will only be accepted provided that:
    (a) the Client has complied with the provisions of clause 9.1; and
    (b) SAFETY NETWORK PTY LTD has agreed in writing to accept the return of the Goods; and
    (c) the Goods are returned at the Client’s cost within thirty (30) days of the delivery date; and
    (d) SAFETY NETWORK PTY LTD will not be liable for Goods which have not been stored or used in a proper manner; and
    (e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
    10.2 SAFETY NETWORK PTY LTD may (at their sole discretion) accept the return of Goods for credit for orders over 30 days, but this may incur a
    10.3 Non-stocklist items or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.

    11. Warranty
    11.1 To the extent permitted by statute, no warranty is given by SAFETY NETWORK PTY LTD as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. SAFETY NETWORK PTY LTD shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

    12. Intellectual Property
    12.1 Where SAFETY NETWORK PTY LTD has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in SAFETY NETWORK PTY LTD, and shall only be used by the Client at SAFETY NETWORK PTY LTD’s discretion.
    12.2 The Client warrants that all designs or instructions to SAFETY NETWORK PTY LTD will not cause SAFETY NETWORK PTY LTD to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify SAFETY NETWORK PTY LTD against any action taken by a third party against SAFETY NETWORK PTY LTD in respect of any such infringement.
    12.3 The Client hereby authorises SAFETY NETWORK PTY LTD to utilise images of the Goods designed or drawn by SAFETY NETWORK PTY LTD in advertising, marketing, or competition material by SAFETY NETWORK PTY LTD.
    12.4 Drawings, sketches, painting, photographs, designs or typesetting furnished by SAFETY NETWORK PTY LTD, dummies, models or the like devices made or procured and manipulated by SAFETY NETWORK PTY LTD and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from SAFETY NETWORK PTY LTD’s original design, or from a design furnished by the Client, remain the exclusive property of SAFETY NETWORK PTY LTD unless otherwise agreed upon in writing.
    12.5 Sketches and dummies submitted by SAFETY NETWORK PTY LTD on a speculative basis shall remain the property of SAFETY NETWORK PTY LTD. They shall not be used for any purpose other than that nominated by SAFETY NETWORK PTY LTD and no ideas obtained there from may be used without the consent of SAFETY NETWORK PTY LTD. SAFETY NETWORK PTY LTD shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.
    12.6 Disks, artwork and film supplied by the Client and/or other authorised persons remain the property of the Client. Unless otherwise indicated in writing SAFETY NETWORK PTY LTD shall assume these disks, artwork and film to be duplicate copies of the original.

    13. Default & Consequences of Default
    13.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at SAFETY NETWORK PTY LTD’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    13.2 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by SAFETY NETWORK PTY LTD.
    13.3 If the Client defaults in payment of any invoice when due, the Client shall indemnify SAFETY NETWORK PTY LTD from and against all costs and disbursements incurred by SAFETY NETWORK PTY LTD in pursuing the debt including legal costs on a solicitor and own Client basis and SAFETY NETWORK PTY LTD’s collection agency costs.
    13.4 Without prejudice to any other remedies SAFETY NETWORK PTY LTD may have, if at any time the Client is in breach of any obligation (including those relating to payment) SAFETY NETWORK PTY LTD may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. SAFETY NETWORK PTY LTD will not be liable to the Client for any loss or damage the Client suffers because SAFETY NETWORK PTY LTD has exercised its rights under this clause.
    13.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of fifty dollars ($50.00)) shall be levied for administration fees which sum shall become immediately due and payable.
    13.6 Without prejudice to SAFETY NETWORK PTY LTD’s other remedies at law SAFETY NETWORK PTY LTD shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to SAFETY NETWORK PTY LTD shall, whether or not due for payment, become immediately payable in the event that:
    (a) any money payable to SAFETY NETWORK PTY LTD becomes overdue, or in SAFETY NETWORK PTY LTD’s opinion the Client will be unable to meet its payments as they fall due; or
    (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

    14. Security And Charge
    14.1 Despite anything to the contrary contained herein or any other rights which SAFETY NETWORK PTY LTD may have howsoever:
    (a) where the Client and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Client and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to SAFETY NETWORK PTY LTD or SAFETY NETWORK PTY LTD’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client and/or the Guarantor acknowledge and agree that SAFETY NETWORK PTY LTD (or SAFETY NETWORK PTY LTD’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
    (b) should SAFETY NETWORK PTY LTD elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify SAFETY NETWORK PTY LTD from and against all SAFETY NETWORK PTY LTD’s costs and disbursements including legal costs on a solicitor and own Client basis.
    (c) the Client and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint SAFETY NETWORK PTY LTD or SAFETY NETWORK PTY LTD’s nominee as the Client’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 14.1.

    15. Cancellation
    15.1 SAFETY NETWORK PTY LTD may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice SAFETY NETWORK PTY LTD shall repay to the Client any sums paid in respect of the Price. SAFETY NETWORK PTY LTD shall not be liable for any loss or damage whatsoever arising from such cancellation.
    15.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by SAFETY NETWORK PTY LTD (including, but not limited to, any loss of profits) up to the time of cancellation.
    15.3 Cancellation of orders for Goods made to the Client’s specifications or non-stocklist items will definitely not be accepted, once production has commenced.

    16. Privacy Act 1988
    16.1 The Client and/or the Guarantor/s agree for SAFETY NETWORK PTY LTD to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by SAFETY NETWORK PTY LTD.
    16.2 The Client and/or the Guarantor/s agree that SAFETY NETWORK PTY LTD may exchange information about the Client and the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:
    (a) to assess an application by Client; and/or
    (b) to notify other credit providers of a default by the Client; and/or
    (c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
    (d) to assess the credit worthiness of Client and/or Guarantor/s.
    16.3 The Client consents to SAFETY NETWORK PTY LTD being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
    16.4 The Client agrees that personal credit information provided may be used and retained by SAFETY NETWORK PTY LTD for the following purposes and for other purposes as shall be agreed between the Client and SAFETY NETWORK PTY LTD or required by law from time to time:
    (a) provision of Goods; and/or
    (b) marketing of Goods by SAFETY NETWORK PTY LTD, its agents or distributors in relation to the Goods; and/or
    (c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to provision of Goods; and/or
    (d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Client; and/or
    (e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Goods.
    16.5 SAFETY NETWORK PTY LTD may give information about the Client to a credit reporting agency for the following purposes:
    (a) to obtain a consumer credit report about the Client; and/or
    (b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.

    17. Building and Construction Industry Security of Payment Act 2002
    17.1 At SAFETY NETWORK PTY LTD’s sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 2002 may apply.
    17.2 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Building and Construction Industry Security of Payment Act 2002 of Victoria, except to the extent permitted by the Act where applicable.

    18. General
    18.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria and are subject to the jurisdiction of the courts of Victoria.
    18.3 SAFETY NETWORK PTY LTD shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by SAFETY NETWORK PTY LTD of these terms and conditions.
    18.4 In the event of any breach of this contract by SAFETY NETWORK PTY LTD the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
    18.5 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by SAFETY NETWORK PTY LTD nor to withhold payment of any invoice because part of that invoice is in dispute.
    18.6 SAFETY NETWORK PTY LTD may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
    18.7 The Client agrees that SAFETY NETWORK PTY LTD may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which SAFETY NETWORK PTY LTD notifies the Client of such change.
    18.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
    18.9 The failure by SAFETY NETWORK PTY LTD to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect SAFETY NETWORK PTY LTD’s right to subsequently enforce that provision.