Warson Printing LIMITED Updated on 1st March, 2009
|Scope and Acceptance
1. This Agreement applies to every contract for the sale of goods or services by Warson Printing to the Customer, unless Warson Printing agrees otherwise in writing.
2. Any written quotation provided by Warson Printing to the Customer concerning the proposed supply of goods or services is:
(a) valid for 30 days from the date of the quotation;
(b) not an offer to sell, and no order placed by the Customer in response to any quotation will bind Warson Printing unless and until such order is accepted by Warson Printing, acting in its absolute discretion.
3. This Agreement is accepted by the Customer once the Customer places an order with Warson Printing for goods or services. No purported cancellation or suspension of an order (or any part of an order) by the Customer is binding on Warson Printing after that order has been accepted by Warson Printing.
4. This Agreement is accepted by Warson Printing when Warson Printing confirms its acceptance of an order in writing or electronic means or provides the Customer with the goods or services. All quotations are subject to withdrawal or variation by Warson Printing at any time prior to Warson printing’s acceptance of an order by notice in writing to the Customer.
Pricing structure for goods and services
1. Prices quoted, whether in a price list, by written quotation or verbally, for the supply of goods and services, include GST (Goods and Services Tax) and any other taxes or duties imposed on or in relation to the goods and services. The Customer must pay such GST, taxes or duties.
2. If needed, Pricing includes the cost of delivery of the goods to the Customer to any single metropolitan address in any capital city.
3. Quotations are based on the cost of production prevailing at the date of the quotation, and are subject to variation on or after acceptance of any order placed in reliance upon such quotation, to meet any rise or fall in such costs incurred, including a request from the Customer to vary the order. Warson Printing will notify the Customer of any such variation.
Payment terms for goods and services
1. Warson Printing’s standard payment option is pre payment in full, prior to the commencement of any print work or services. Other payment terms may be offered at the discretion of Warson Printing and are subject to a satisfactory credit check.
2. Warson Printing accept the following payment ways: telegraphic transfers (SWIFT), Western
Union, Pay pal. And we do not accept cheque.
3. Warson Printing may amend any payment terms upon giving written notice to the Customer.
Legal title to the goods pass to the Customer
1. Until full payment in cleared funds is received by Warson Printing for all goods supplied by Warson Printing to the Customer:
(a) title and property in all goods remain vested in Warson Printing and do not pass to the Customer;
(b) the Customer must hold the goods as fiduciary bailee and agent for Warson Printing;
(c) the Customer must keep the goods separate from the Customer’s other goods and maintain Warson Printing’s labelling and packaging; and
(d) Warson Printing may without notice, enter any premises where Warson Printing suspects the goods may be and remove them,
notwithstanding that they may have been attached to other goods not being Warson Printing’s property, and for this purpose the Customer irrevocably licences Warson Printing to enter such premises and also indemnifies Warson Printing from and against all costs, claims, demands or actions by any party arising from such action.
Delays in delivery of goods and services
1. Any period or date for delivery of goods or provision of services is intended as an estimate only and is not a contractual commitment. Warson Printing will use its reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.
2. If, through circumstances beyond Warson Printing’s control, Warson Printing is unable to effect delivery or provision of goods or services, then Warson Printing may cancel the Customer’s order (even if it has already been accepted) by notice in writing including electronic means to the Customer.
Return or exchange the goods or services
1. Descriptions, illustrations and material contained in catalogue, price lists, brochures, leaflets, specification sheets or other descriptive materials:
(a) While every effort is made to ensure their accuracy, the descriptions, illustrations and material contained in any catalogue, price list, brochure, leaflet, specification sheets or other descriptive materials provided by Warson Printing to the Customer represent the general nature of the items described therein and do not form part of any order or agreement and do not constitute a representation or warranty made by Warson Printing.
(a) Warson Printing reserves the right to modify the design, drawings or specifications supplied to Warson Printing by the Customer which do not materially affect the quality or usage of the goods by the Customer, without notice.
(b) Warson Printing holds certification to the ISO 12647-2:2004 specifications for offset lithography and will ensure that jobs printed by Warson Printing have colour consistency and colour quality certified to these documented International standards. However, Warson Printing cannot ensure an exact match in colour or texture between the Customer’s artwork (including electronic graphic files or previously printed materials or any other materials supplied by the Customer) and the final delivered goods. The Customer acknowledges and accepts that there are acceptable levels of colour variation from print run to print run, from stock to stock, from back to front and between different printing processes.
(c) The Customer acknowledges that trimming may vary by up to 1 millimetre from the proof, specification or print job to print job and that such variation will not constitute a fault in the print job.
(a) Warson Printing will not be liable for any defect in the goods manufactured or supplied by Warson Printing which are based in whole or in part upon any designs, drawings or specifications supplied to Warson Printing by the Customer.
(b) Subject to clause 1(a), Warson Printing will not be liable for any defects, shortages, damage or non-compliance with the specifications in the Agreement unless the Customer notifies Warson Printing in writing with full details within 7 business days of delivery of the goods or provision of the services.
(c) If the Customer does not give the notice as required in clause 3(a), the Customer is deemed to have accepted the goods or services.
(d) Subject to clause 2(d), when any defects, shortages, claim for damage or non-compliance with the specifications in the Agreement is accepted, Warson Printing may, at its option, replace the defective or missing goods or re-supply the services.
(e) Warson Printing will not accept goods for return that have been altered in any way or have been used.
(f) Unless Warson Printing reasonably agrees that the defects, shortages, damage or non-compliance referred to in clause 1(a) is due to Warson Printing’s fault, the Customer must pay all freight charges associated with the return of goods.
Intellectual property associated with the goods and services
1. Any Warson Printing Materials (and the Intellectual Property subsisting in the Warson Printing Materials) provided to the Customer by Warson Printing in connection with the goods and services remains Warson Printing’s exclusive property and the Customer acknowledges that the Customer has no proprietary right or interest in the Warson Printing Materials or Warson Printing’s Intellectual Property.
2. All Warson Printing Materials and Warson Printing’s Intellectual Property must be returned to Warson Printing on demand and the Customer must not:
(a) copy or disclose any Warson Printing Materials or Warson Printing’s Intellectual Property to any third party without Warson Printing’s express written consent;
(b) create, sell, manufacture or process any goods or services which use or take advantage of any Warson Printing Materials or Warson Printing’s Intellectual Property.
3 Where the Customer provides its own materials, data or information including literary and artistic works (Client Materials) for use by Warson Printing to fulfil any order, the Customer warrants that:
(a) the Customer owns (or is licensed to use) the Client Materials and the Intellectual Property in those Client Materials; and
(b) the use of the Client Materials by Warson Printing will not infringe the Intellectual Property of any third party; and the Customer hereby grants Warson Printing a license to use the Client Materials and the Intellectual Property therein:
(c) for the purpose of fulfilling the Customer’s orders and providing the goods and services under this Agreement; and
(d) in Warson Printing’s promotional materials to indicate that the Customer is one of Warson Printing’s clients and to depict the quality and range of Warson Printing’s goods and services.
4. The Customer indemnifies and agrees to keep Warson Printing indemnified against all liability, losses or expenses incurred by Warson Printing in relation to, or in any way directly or indirectly connected with, the use of the Client Materials by Warson Printing.
5. All “works” and other subject matter in which copyright can subsist, and all data, information, materials and processes developed or created pursuant to this Agreement and any Intellectual Property therein:
(a) are hereby vested in Warson Printing as and when such rights are brought into existence;
(b) are agreed to be the absolute and exclusive property of Warson Printing; and
(c) to the extent necessary, are hereby assigned absolutely to Warson Printing.
Warson Printing’s liability to the Customer
1. Except as specifically set out in this Agreement any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
2. Warson Printing’s liability for:
(a) a breach by Warson Printing of any term of this Agreement;
(b) a breach by Warson Printing of any condition or warranty implied in this Agreement;
(c) the cancellation or suspension of supply of goods or services by Warson Printing; or
(d) any loss or damage suffered or incurred by the Customer or any third party howsoever arising under or in connection with this Agreement is limited to the replacement or the re-supply of the goods or the re-supply of the services.
3. Warson Printing will not be liable for any indirect, special or consequential loss or damage suffered or incurred by the Customer or any third party, howsoever caused, including loss of turnover, profits, business or goodwill.
4. Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
1. Warson Printing may, at its option, immediately terminate this Agreement upon notice in writing:
(a) in accordance with section non-payment by the Customer
(b) where the Customer has breached any term or warranty in this Agreement and fails to rectify such breach within 7 days of being provided with a notice from Warson Printing requesting such rectification;
(c) where the Customer is an individual, and the Customer becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally; or
(d) where the Customer is a corporation, and the Customer enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the Customer’s liquidation (including provisional liquidation), winding up or dissolution without winding up.
In this Agreement, unless the context clearly indicates otherwise:
(a) “Agreement” means this agreement entered into for the provision of goods or services by Warson Printing to the Customer and includes any document which varies, supplements, replaces, assigns or novates this agreement;
(b) “Customer” means the person to whom any quotation is made and shall include any person contracting or offering to contract with Warson Printing in accordance with this Agreement;
(c) “goods” means any goods provided to the Customer by Warson Printing or procured by Warson Printing for the Customer and includes printing proofs (both conceptual and final), and any printed material or artwork;
(d) “GST” means the Goods and Services tax as defined
(e) “Intellectual Property” means copyright, patents, designs or trademarks (whether registered or unregistered), rights in confidential information (including trade secrets and know how), and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, whether conferred under statute, common law or equity;
(f) “services” means the provision by Warson Printing to the Customer of any services including design and printing;
(g) “Warson Printing” means Warson Printing LIMITED
(h) “Warson Printing Materials” means all “works” and other subject matter in which copyright can subsist, and all data, information, materials, specifications and processes owned by or licensed to Warson Printing;
(i) a reference to legislation or a legislative provision includes any statutory modification, or substitution of that legislation or legislative provision;
(j) including and includes are not words of limitation