Trading Terms

1) ESTIMATES

a) Estimates are based on the current costs of production and, unless otherwise agreed, are subject to amendment by Tangibility before or after acceptance of the quotation to meet any rise and fall in such costs between the date of estimate and the date of execution of the order.

b) When quotations are based on specifications, roughs, diagrams, samples or dummies printed, typewritten or other good copy, any extra work or cost caused by any variation by the customer of the original instruction or by the manuscript copy being poorly prepared, or by the customer's requirements being different from those originally submitted or described, may be charged to the customer.

c) Once accepted by the customer, Tangibility's written estimate shall be deemed to interpret correctly the customer's instructions whether written or verbal. Where verbal instructions only are received from the customer, Tangibility shall not be responsible for errors or omissions which are due to the failure of the customer to make known expressly or by implication the particular purpose for which the services are required.

d) Acceptance of Tangibility's estimate shall be acceptance of these terms and conditions, notwithstanding any inconsistencies which may be introduced by terms and conditions contained in the customer's purchase order, unless otherwise expressly agreed by Tangibility in writing.

2) GST

Tangibility shall be entitled to charge the amount of any GST payable, as specified in the relevant legislation.

3) OUTSIDE WORK

Where the performance of any contract with the customer requires Tangibility to obtain goods or services from a third party, the contract between Tangibility and the customer shall incorporate and shall be subject to the conditions of supply of such goods and services to Tangibility. The customer shall be liable for the cost in full of such goods or services, providing there is no breach of a statutory warranty implied by the Trade Practises Act 1974.

4) DELIVERY AND CLAIMS

a) The customer shall be deemed to have accepted the goods if, within seven (7) days (or such other period is stipulated) of delivery, the customer fails to take possession of the goods or notify Tangibility in writing that the goods have been rejected.

b) Should expedited delivery be agreed, reasonable efforts should be made by Tangibility to secure freedom from defects, but Tangibility shall not accept responsibility for defects (except those caused by lack of due care and skill in such circumstances). An extra charge may be made to cover any overtime or additional cost incurred as a result of the requirement or such early delivery.

c) Every endeavour will be made to deliver the correct quantity ordered, but estimates and/or orders are conditioned upon a margin of 7% being allowed for overs or shortages.

5) PRELIMINARY WORK AND AUTHORS CORRECTIONS

a) All work carried out, whether experimentally or otherwise at the customer's request, will be charged to the customer. This includes additions and alterations to copy or rearrangement of type, layout, blocks, dies etc.

b) All extra work caused by authors corrections, including resetting and/or the over-running of composition shall be charged as an extra.

c) Tangibility is entitled to charge fees for changing and correcting, in order to ensure that the goods are properly produced, any plates, film, bromides, artwork or any document including computer files supplied for the purpose of the order by the customer.

6) ANCILLARY MATERIALS

Unless Tangibility and the customer agree otherwise, drawings, sketches, paintings, photographs, designs, typesetting, dummies, models, negatives, positives, blocks, engraving, stencils, dyes and other material produced by Tangibility 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 Tangibility.

7) PREPRESS SERVICES

a) Prepress services for customer are to be provided at ruling hourly rates and separate from any other services or products that may be ordered by a customer.

b) Customers are to provide document or disk with output instructions. Extracts of the customers resource materials (text, photographs or the like) retained by Tangibility on hard disk will be added to digital masters obtained from artwork to produced a digital image to the customers instructions.

c) Where requested, customers may receive and approve a proof of the final artwork. Upon formal acceptance of the proof by the customer (a signed, approved copy forwarded by fax to Tangibility), the customer is liable for any charges carried out by Tangibility that utilised this approved artwork. Tangibility will be reimbursed for any cancelled printing work due to subsequent alterations or errors in accepted proofs.

d) When Tangibility is orally authorised to proceed with the separate printing instructions without formal acceptance of the proof, the printing costs are separately chargeable to and payable by the customer.

8) COPYRIGHT

a) Unless Tangibility and the customer agree otherwise, the copyright of all works of art created by Tangibility are the property of Tangibility.

b) The customer:

 

i) warrants that the customer has copyright in all works of art supplied by the customer to Tangibility for the purposes of the order; and

ii) must indemnify Tangibility against all liability, losses or expenses incurred by Tangibility in relation to or in any other way directly or indirectly connected with any breach of copyright or of any rights in relation to copyright.

9) CUSTOMER PROPERTY

All materials received by Tangibility from the customer for any purpose whatsoever are accepted only at customers risk while on the company's premises or in its possession, and the company will not be responsibility for any loss or damage thereof. Every care will be taken to secure the best results where materials are supplied by the customer but responsibility will not be accepted for imperfect work caused by defects or unsuitability of materials supplied. If the customer leaves property in Tangibility's possession without specific instructions as to what is to be done with it, Tangibility 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.

10) ELECTRONIC MEDIA

a) All disks, compact disks or other media (other than media supplied by the customer) used by Tangibility to store data for the purpose of completing the order are the property of Tangibility. The customer cannot require the printer to supply to the customer any data so stored and Tangibility may charge for supplying such data to the customer.

b) Unless otherwise agreed between Tangibility and the customer, Tangibility will not be responsible for storing any data on disks or other media when the order has been completed. If Tangibility agrees to store such data, a charge may be applied for doing so.

11) DEPOSITS

A security deposit will be required by Tangibility when an order is placed.

a) Non-Account Customers:
The deposit will be 50% of the total invoice value for all orders over $5000.

b) Account Customers:
The deposit will be 50% of the total invoice value when:
i) the total order value is over $100,000 and/or
ii) the total order value exceeds the credit limit on the approved Credit Application and/or
iii) a customer has established a history of late account payment.

When the order has been completed, the deposit will be applied against the invoice then raised.

If the order is cancelled or suspended, the deposit will be applied against the costs incurred outlined in clause 12c and any remaining balance may be refunded or applied to any outstanding unpaid invoices

12) PAYMENT

a) Payment shall be COD unless otherwise stated in writing.

b) When the order has been completed, Tangibility may issue an invoice to the customer for the amounts of the estimate or for an amount representing Tangibility's charge for the work done.

c) The suspension (or cancellation) by the customer of any work, for any reason, for a period exceeding thirty (30) days shall entitle Tangibility to payment for work already carried out, materials specially ordered for that work and other additional costs, including storage.

d) In the event that Tangibility is required to engage the service of any mercantile agency to effect collection of any amounts due to Tangibility or in the event that a customers payment cheque is dishonoured, then all collection expenses and associated charges shall be borne by the purchaser.

e) Where Tangibility agrees to accept payment by credit card, such payments shall be subject to a credit card surcharge fee.  This surcharge shall be expressed as a percentage of the total amount due (including applicable GST) and shall be as determined by Tangibility from time to time. The surcharge is payable when the credit card payment is effected.

13) TRANSFER OF OWNERSHIP

a) Ownership of any goods delivered by Tangibility to the customer is only transferred when payment in full for the goods has been received by Tangibility.

b) Notwithstanding the provisions of the preceding sub-clause the customer may sell the goods to a third party in the ordinary course of business and deliver them to that party subject to the following conditions:

 

i) where the customer is paid by that party the customer holds the whole of the proceeds of sale on trust for Tangibility;

ii) where the customer is paid by that party, the customer agrees at the option of Tangibility to assign their claim against the party to Tangibility upon Tangibility giving the customer notice in writing to that effect.

14) SUITABILITY OF GOODS OR WORK/LIABILITY

a) If Tangibility submits to the customer a proof of the goods, Tangibility will not be responsible for any errors in the goods which appeared in the proof and which were not corrected before the order was completed.

b) The parties acknowledge that, under 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 ("Non-excludable Rights").

c) Tangibility 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 non-excludable rights. Where (and to the extent) permitted by law, the liability of Tangibility for a breach of a non-excludable right is limited, at Tangibility's option, to the supplying of the goods and/or services again or payment of the cost of having the goods and/or any services supplied again.

d) Not withstanding any other provision of this agreement, Tangibility is in no circumstance whatever the cause, liable to compensate the customer for:

 

i) any increased cost of expenses
ii) any loss of profit, revenue, business, contracts or anticipated savings
iii) any loss of expense incurred from a claim by a third party; or
iv) any special, indirect or consequential loss or damage of any nature whatsoever.

e) Without limiting the generality of the foregoing clauses, Tangibility will not be liable to the customer for loss, however caused, of any data stored on disks or other media supplied by the customer to Tangibility. Tangibility will not be liable for the damage, loss or destruction of any property of the customer in Tangibility's possession.

f) Tangibility will have no liability to the customer in relation to any loss, damage or expense caused by Tangibility's failure to complete the order or to deliver the goods as a result of fire, flood, tempest, earthquake, riot, civic disturbance, theft, crime, strike, lockout, breakdown, war, the inability of Tangibility's normal suppliers to supply necessary materials or any other matter beyond Tangibility's control.

g) Subject to the application of statutory warranties which cannot be excluded, no warranty shall be given that goods sold or work done will be done reasonably fit for a purpose where that purpose is not made known either expressly or by implication.

h) No warranty other than statutory warranties is given by Tangibility or responsibility accepted by Tangibility to ensure that goods produced comply with the requirements of any legislation relating to the marking and/or labelling and/or packaging of goods. Compliance of the requirements of such legislation shall be the sole responsibility of the buyer.

Syftkog Pty Ltd ACN 098 183 156 trading as Tangibility ABN 42 819 454 339