CP Gluing TERMS AND CONDITIONS OF TRADING
These recommended Terms and Conditions of Trading have been prepared by Printing Industries of Australia and made available to CP Gluing P/L by their kind permission.
1.1 Application of these Terms and Conditions
These Terms and Conditions are incorporated into any contract betweenCP Gluing and customer for the supply of goods and/or services by the print
finisher to the customer.
In these Terms and Conditions:
"Business Day" means a day on which banks are open for general banking business in the State where CP Gluing’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 CP Gluing in completing the Order;
"GST" means A New Tax System (Goods and Services Tax) Act, 1999;
"Interest Rate" means the aggregate of two percentum (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;
"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.
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.
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 & PRODUCTION
2.1 Print finisher to supply quote
CP Gluing 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 CP Gluing's charge for the performance of such work.
2.2 Acceptance by customer
Where CP Gluing has given the customer a Quote:
(a) CP Gluing need not commence work until the Quote has been accepted by the customer.
(b) The customer may accept the Quote by instructing (orally or in writing) CP Gluing to commence work.
(c) Acceptance by the customer of the Quote will constitute acceptance by the customer of these Terms and Conditions.
2.3 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 the work in
accordance with the within Terms and Conditions.
2.4 CP Gluing may revise Estimate
CP Gluing 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 CP Gluing shall notify the customer of such amendment as soon as practicable thereafter. Upon CP Gluing giving the customer notification of such
amendment, such amended estimate shall be and be deemed to be the Estimate for the purposes of these Terms and Conditions.
2.5 CP Gluing requires an Order
The Customer must supply CP Gluing clear instruction in the form of a purchase order which MUST be accompanied with a sample clear enough for
CP Gluing to ascertain instruction from. All supplied must conform with the “Australian Print Finishers association” standards.
Subject to clause 5.3, when the Order has been completed, CP Gluing will issue an invoice to the customer for the amount of the Estimate or, if no
Estimate was made, for an amount representing CP Gluing's charge for the work done in filling the Order, and for any of the other charges specified in
3.2 Additional Charges
In addition to the amount of the Estimate, or where no Estimate was given, in addition to the amount representing CP Gluing's charge for the work done, the print finisher 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 copy;
(d) fees for work which involves tables or foreign language and which was not notified to CP Gluing 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 files, film, cutting 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;
(k) fees for any machine waiting time due to press approval or issues deemed to be reason to hold the machine for the customer.
3.3 For the purposes of these Terms and Conditions:
(a) the term "CP Gluing's charge" refers in each case to the standard or usual fee charged by CP Gluing from time to time in respect of the Order;
(b) "preliminary work" means all and any work performed by CP Gluing 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 CP Gluing at the
time when CP Gluing supplied the Estimate;
(c) "additional work" includes all work undertaken by CP Gluing 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 CP Gluing in removing the Goods from its premises, whether by way of
actual or attempted delivery to the customer or otherwise.
3.4 Under/Over supplies
(a) The customer acknowledges that whilst the print finisher will make every endeavour to produce the exact number of items in the Order, owing to human and/or machine/computer error the number of items actually produced may be 10% over or under the number specified in the Order ("a discrepancy").
(b) Where a discrepancy occurs the print finisher will adjust the amount charged to the customer for the Order a pro rata amount to reflect the actual number of items produced.
CP gluing shall notify the customer when the Goods are ready for collection.
The customer must collect the goods from CP Gluing's premises upon being notified by CP Gluing that the Goods are ready for collection. If CP Gluing agrees to deliver the Goods the customer shall bear all freight costs and charges of such delivery.
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 CP Gluing of the rejection:
(a) if the print finisher 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).
The risk in the Goods passes to the customer:
(a) if CP Gluing delivers the Goods to the customer's premises - at the time of delivery;
(b) otherwise - at the time CP Gluing 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 CP Gluing at the
time the customer notifies CP Gluing that the Goods are rejected.
5.1 Time for payment
The customer must, within 30 days of the customer receiving CP Gluing’s invoice, pay to CP Gluing the total amount set out in the invoice
CP Gluing 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) CP Gluing may issue an invoice for the amount of the Estimate before commencing the Order where CP Gluing has not previously carried out
work for the customer or where CP Gluing considers it otherwise prudent to do so,
(b) CP Gluing may, in the event that CP Gluing 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 CP Gluing'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, CP Gluing may issue an invoice for a particular sum (to be specified by CP Gluing) for the work already done and for other costs incurred by CP Gluing (such as storage costs)
The customer must pay to CP Gluing any costs, expenses or losses incurred by CP Gluing as a result of the customer's failure to pay to CP Gluing all sums outstanding from the customer to CP Gluing (including, without limiting the generality of the obligation set out in this clause, any debt collection and legal costs)
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 CP Gluing to the customer
(b) If the Goods are in the customer's possession, the customer shall hold the Goods as trustee for CP Gluing and must store the Goods so that
they are clearly identifiable as the property of CP Gluing
(c) CP Gluing may call for and recover possession of the Goods (for which purposes CP Gluing’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 CP Gluing if so
directed by CP Gluing
(d) The customer may, in the ordinary course of the customer's business, sell the Goods to a third party but 0) the proceeds of sale to the third
party shall be held by the customer as trustee for CP Gluing and the customer shall account to CP Gluing for those sums, and
(e) if CP Gluing requires, the customer shall assign to CP Gluing the customer's claim against the third party and shall execute all documents
necessary to effect that assignment
6.2 General lien
CP Gluing shall, in respect of all sums owed by the customer to CP Gluing hereunder, have a general lien on all property of the customer in CP Gluing's possession and may, after 14 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 CP Gluing as aforesaid enjoys copyright protection in favour of the customer, the customer hereby grants to CP Gluing a licence to exercise the rights conferred on CP Gluing under this clause
If CP Gluing submits to the customer a proof or sample of the Goods CP Gluing 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 Non-excludable Rights
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")
7.3 Disclaimer of Liability
CP Gluing 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 Nonexcludable Rights To the extent permitted by law, the liability of CP Gluing for a breach of a Non-excludable Right is limited, at CP Gluing'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
7.4 Indirect losses
Notwithstanding any other provision of these Terms and Conditions, CP Gluing is in no circumstance (whatever the cause) liable in contract, tort (including, without limitation, negligence or breach of 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 CP Gluing's failure to complete or delay in completing the Order or to deliver the Goods
7.5 Electronic data
Without limiting the generality of the foregoing clauses, CP Gluing 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 CP Gluing
7.6 Customer's property
Subject to clause 7 5, CP Gluing will not be liable for the damage, loss or destruction of any property of the customer in CP Gluing's possession unless
the loss or damage is due to the failure of CP Gluing to exercise due care and skill in handling or storing the property
7.7 Force Majeure
CP Gluing will have no liability to the customer in relation to any loss. damage or expense caused by CP Gluing's failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, not, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of CP Gluing's normal suppliers to supply necessary materials or any other matter beyond CP Gluing's control.
8. GENERAL MATTERS
If the contract between CP Gluing 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 fortnightly or more frequently (but less frequently than weekly), that party has given 8 weeks' notice of that party's intention to terminate the contract, (in)
(iii) 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), CP Gluing 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 CP Gluing specific instructions in relation to style, type or layout
(a) CP Gluing may use any style, type and layout which, in CP Gluing's opinion, is appropriate, and
(b) CP Gluing may charge an additional amount for any additional work required to be done (including the production of additional proofs or samples) as a result of the customer subsequently altering the style, type or layout used by CP Gluing
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 CP Gluing to retain overset matter for future issues of the publication or to discard the overset matter.
8.4 Outside work
If CP Gluing has to obtain goods (including tooling, materials, film, overflow services, ornaments or artwork) and/or services not normally stocked or
supplied by CP Gluing from a third party in order to carry out the customer's instructions:
(a) CP Gluing 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) CP Gluing 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 CP Gluing at the time of incorporation.
8.5 Material supplied by customer
If CP Gluing 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 CP Gluing.
(b) CP Gluing will not normally count or check the materials and if requested by the customer to do so, may charge for counting or checking.
(c) CP Gluing 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 CP Gluing at the time of incorporation.
8.6 Property left with CP Gluing
(a) If the customer leaves property in CP Gluing's possession without specific instructions as to what is to be done with it, CP Gluing 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.
(b) All tooling such as Cutting formes, plates, dies, counters, striping units etc will be held at the premises of CP Gluing (if unused) for a period no longer than 3 years. Before that time, it is the responsibility of the customer to advise CP Gluing of a purchase order number for the return of tooling (to be picked up by the customer). At the expiry of 3 years CP Gluing reserves the right to discard or re-locate said tooling.
8.7 Responsibility to insure
CP Gluing has no obligation to insure any property of the customer in CP Gluing's possession. The customer must pay the cost of any insurance
arranged by CP Gluig at the request of the customer.
8.8 Ancillary materials
Unless CP Gluing and customer agree otherwise, drawings, sketches, paintings, photographs, designs, typesetting, dummies, models, negatives,
positives, blocks, files, engravings, stencils, dies, plates or cylinders, electros, stereos, discs, tapes, compact discs, or other media or data and other material produced by CP Gluing 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 CP Gluing.
(a) Copyright in all artistic and literary works authored by CP Gluing shall be the property of CP Gluing.
(b) The customer:
(iv) warrants that the customer has copyright in or a licence to authorise CP Gluing to reproduce, all artistic and literary works supplied by the customer to CP Gluing for the purposes of the Order and the customer hereby expressly authorises CP Gluing to reproduce all and any of such works for the purposes aforesaid;
(v) hereby indemnifies and agrees to keep indemnified the print finisher against all liability, losses or expenses incurred by CP Gluing 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 CP Gluing for the purposes of the Order however the exercise of such licence shall be conditional upon CP Gluing having received all monies due CP Gluing under these Terms and Conditions.
The customer must keep confidential and not use any ideas communicated by CP Gluing to the customer without CP Gluing's written consent.
8.11 Electronic/magnetic media
All disks, tapes,files, compact disks or other media (other than media supplied by the customer) used by CP Gluing to store data for the purposes of
completing the Order are the property of CP Gluing. The customer cannot require CP Gluing to supply to the customer any data so stored. In the event
that CP Gluing does supply any data so stored or created CP Gluing may charge for supplying such data to the customer.
8.12 Storage of electronic data
CP Gluing will not be responsible for storing any data on disks, tapes,files, compact disks or other media when the Order has been completed. If CP
Gluing agrees to store such data, CP Gluing 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.
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 CP Gluing'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.
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 CP Gluing to assist Customer
CP Gluing 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 CP Gluing. This includes CP Gluing 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.
SAMPLES WITH ORDER up to no. 8.9
To download the CP Gluing Terms & Conditions please click here