These Terms and Conditions apply to the supply of goods and services of IMPRESSU PRINT GROUP PTY LTD ABN 52 616 255 737 (“Supplier”) to a Customer. By using the IPG Portal (“Portal”) to place an order with us, you agree to abide by these Terms & Conditions.
Goods and Services. The Supplier may offer and the Customer may accept any of the following goods and services (“Goods and Services”) provided by the Supplier:
book and lodge print for distribution (through a third-party distributor);
supply and prepare print material for distribution (including through our online print management service – IPG Connect);
supply of point of sale print material;
print existing artwork as requested by the Customer and deliver the artwork to the Customer’s principal place of business; or
product storage for a Customer and delivery of that product at the Customer’s request.
For any addressed mail, the Customer must supply its own list of addresses for the Supplier to arrange distribution to. It is the Customer’s sole responsibility to ensure it has obtained all necessary consents from the addressees in order for the Supplier to provide this service. Subject to clause 17 and to the extent permitted by applicable law, the Supplier is not liable to the Customer, its addressees or any third parties whatsoever for any claim, loss, damage, cost or expense of any kind however caused and whether direct or consequential, including but not limited to negligence or breach of contract by the Supplier that arises in whole or in part from, or in connection with, any services provided by the Supplier under these Terms & Conditions or any in way arising out of it providing the Goods and Services at the request of the Customer.
Prices. Prices in the Portal are GST exclusive.
Additional charges. In addition to the prices outlined in the Portal, the Supplier may charge to the Customer:
fees for any preliminary work, which falls outside of the scope of the Services, performed at the Customer’s request;
fees for additional work required to be done as a result of the Customer changing their instructions;
fees for having to work from a poor copy;
fees for work which involves tables, or foreign language, which was not notified to the Supplier prior to the Supplier providing a quote for the Goods and/or Services;
fees for additional work required to be done as a result of Customer corrections, including repagination and reformatting;
fees and other charges for work required to be done urgently, including any overtime costs;
unless otherwise agreed between the parties, fees for handling or storing material, or equipment supplied by the Customer for the purpose of the order;
fees for the Supplier changing or correcting any plates, film, bromides, artwork or any document, including computer files, supplied by the Customer for the purposes of the order, in order to ensure that the Goods are properly produced.
Variance in number of items produced – bulk orders only. The Customer acknowledges that whilst the Supplier will take reasonable steps to produce the exact number of items ordered, due to human, machine and/or computer error, the exact number of items produced may be 5% over or under the number specified in the order. Where such a discrepancy occurs, the printer will adjust the amount charged to the Customer for the order to reflect the cost of the actual number of items produced.This clause will only apply with respect to bulk orders.
Cancellation. The Customer must pay for the stock involved in the order. Once lodgment has occurred, the Customer may be required to pay 100% of the Invoice. If the Supplier can stop the distribution it will, however, if a third party distributor is involved there is no guarantee the distribution can be stopped in time.
Rejection of Goods by Customer. Subject to clauses 16 and 17, the Customer may only reject the Goods if they do not align with the Customer’s instructions. If the Customer wishes to reject the Goods under this clause, it must notify the Supplier of the rejection:
if the Goods are delivered to the Customer – within 7 days of delivery of the Goods to the Customer’s principal place of business (or such other time as is mutually agreed);
otherwise – within 7 days of notification that the Goods are ready for collection (or such other time as is mutually agreed).
Place of delivery. Unless otherwise agreed, the place of delivery is the Customer’s principal place of business and due delivery shall be deemed to have been made to the Customer upon discharge of the Goods from the Supplier’s transport at the Customer’s principal place of business. Any time which the Supplier quotes for delivery is an estimate only and time for delivery shall not be made of the essence by notice. The Customer shall have no claim against the Supplier if the Supplier cancels the order or fails to deliver (for any reason) the Goods or there was a delay in the delivery of the Goods.
Invoices. The Supplier will issue an Invoice to the Customer upon receipt of the order.
Disputed Invoices. If any Invoice issued by the Supplier with respect to the Goods and/or Services is disputed by the Customer, the Customer must notify the Supplier in writing of the reasons. All invoiced amounts not disputed in writing within 14 days of the Invoice date are deemed accepted.
Payments. The Customer may choose to pay for the Goods and/or Services via their Customer account (if applicable) or by VISA debit card or credit card (excluding American Express credit cards).If the Goods and/or Services are not paid for at the time the order is placed on the Portal, the Customer must pay the Purchase Price for the Goods and/or Services in accordance with the terms of the Invoice. If the Purchase Price is not paid in full on the due date, the Supplier may exercise its rights under the Event of Default clause and in addition, may charge the Customer a late payment fee on the unpaid amount for the period from its due date until it is paid in full. The late payment fee will be calculated on a daily basis at a rate of 2.0% per month (24.0% per annum) on overdue amounts at the discretion of the Supplier. The Customer must pay the late payment fee to the Supplier upon demand.
Payment terms are strictly 30 days from the end of the month you receive the Invoice, unless noted otherwise on the Invoice.
Acts of Supplier. The Customer acknowledges and agrees that the Supplier is entitled to do any or all of the following without in any way being liable for any loss or damage incurred to any person whether directly or indirectly consequent upon its act and or omission:
decline or cancel any artwork to which the order relates without stating any reason;
postpone the distribution of any artwork at any time and from time to time as it sees fit without prior notice;
return or destroy all artwork which remains in its possession without having to give notice to any person;
cut or alter any of the artwork or material provided by the Customer to conform with any printing requirements; and
the Supplier reserves the right to refuse to accept any artwork it receives.
Artwork material. The Supplier agrees to take reasonable care in preserving the integrity of the artwork supplied by the Customer. The Customer warrants that it is entitled to and has all necessary permits, authorisations and approvals (including ownership rights) to use, publish and distribute the artworks and Goods, without limitation. The Customer hereby indemnifies the Supplier (its officers, directors, employees, agents and contractors) for any claim, loss, judgement, costs, expense (including legal costs on an indemnity basis) by a third party as a result of the artwork material and any infringement of a third party’s intellectual property rights in connection with the Goods.
Title.
Title to the Goods does not pass from the Supplier to the Customer until the Customer pays in full the Purchase Price and all other monies payable or owing but not paid to the Supplier by the Customer on any account. Until title to the Goods passes to the Customer, the Customer must:
hold the Goods as fiduciary and bailee for the Supplier;
store the Goods properly and separately and in accordance with a system whereby the Customer can readily identify the Goods as the Supplier’s property; and fully insure the Goods against loss or damage, ensuring that the Supplier’s interest as owner is noted on the policy.
The risk of damage to or destruction of any item delivered by the Supplier to the Customer shall pass to the Customer upon delivery, notwithstanding that ownership of the item has not then passed, and the Customer shall ensure that such item is adequately insured from time of delivery.
The Customer irrevocably authorises the Supplier at any time, to enter any premises upon which the Goods are stores to enable the Supplier to inspect the Goods and, if the Customer has breached these Terms and Conditions or there is an Event of Default, to reclaim possession of the Goods. The Customer indemnifies the Supplier against any liability to any person in connection with the entry or reclamation.
Personal Property Securities Act 2009 (Cth) (the “Act”).
The Customer acknowledges and agrees that:
these Terms and Conditions and any agreement between the Customer and the Supplier may create a security interest in all present and after acquired Goods and any proceeds as security for the Customer’s obligations to the Supplier for the purposes of the Act; and
the Supplier is a secured party in relation to the Goods and any proceeds of the Goods, and is entitled to register its interest on the Personal Property Securities Register as a security interest and if applicable, a purchase money security interest.
The Customer undertakes to:
take all steps requested by the Supplier to ensure its security interest in the Goods and the proceeds is enforceable, and to perfect, or better secure the position of the Supplier;
reimburse the Supplier for all expenses incurred in registering a financing statement or financing charge statement on the Personal Property Securities Register;
give the Supplier not less than 14 days’ prior written notice of any proposed change in the Customer’s name or any other change in the Customer’s details.
The Customer waives any rights to receive any verification statement or other notice required to be issued under the Act.
Warranty.
With respect to each good supplied by the Supplier to the Customer under these Terms and Conditions, the Supplier warrants to the Customer that, subject to clause 17.b) the good is, at the date of delivery, fit for the purpose for which goods of the type in question are commonly supplied (“fit for purpose”). If, in the opinion of the Supplier, the good is not fit for purpose, the Supplier will, at its option, replace the good with an identical or similar good or provide a refund of any money paid for the good.
The warranty in clause 17.a) will not apply:
the failure of the good is due to an act or default or omission of, or any representation made by, any person other than the Supplier or a cause beyond the control of the Supplier;
unless a written claim is received by the Supplier within 30 days after the date of delivery of the relevant good and the Supplier is given the opportunity to inspect the relevant good immediately after the failure is discovered;
if the good has been modified or incorrectly handled or stored.
Liability. Subject to clause 17 and to the extent permitted at law, all warranties, conditions and liabilities in relation to the quality or fitness of any Goods (other than any warranties, conditions or liability which by legislation cannot be excluded) which might, but for this clause, be implied into the Agreement are hereby expressly excluded. Where legislation implies in an agreement any condition, warranty or liability which cannot be excluded or modified then, to the extent permitted by law, the liability of the Supplier in respect of a breach of any such implied condition or warranty is limited, at the Supplier’s sole option and discretion, to the replacement of the Goods or the supply of equivalent Goods or the payment of the cost of replacing those Goods or acquiring equivalent Goods. The Supplier is not liable for any loss or damage of any kind whatsoever including without limitation, consequential or economic loss or loss of profits by reason of the negligence of the Supplier, its officers, employees or agents arising out of or in connection with the supply of the Goods.
Liability for proofs. Without limiting clauses 17 and 18, if the Supplier submits to the Customer a proof of the Goods, the Supplier 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.
Distribution. The Supplier uses third party couriers and distributors for the Goods and will use Australia Post (or an equivalent) for the distribution of the Goods. Distribution will be arranged by the Supplier for addresses located in Australia only. The Customer acknowledges and agrees that the Supplier will not be liable for any acts or omissions of any third party couriers and distributors it uses in connection with this Agreement.
Indemnity. The Customer hereby indemnifies and agrees to hold indemnified the Supplier (its representatives, officers, directors, employees, agents and contractors) and each of them against all liability, claims, costs (including legal costs on an indemnity basis) or proceedings whatsoever made by any party which may arise from the Goods, Services or distribution of the Goods and in particular to indemnify and hold indemnified as aforesaid each and all of them against any legal action involving a breach of this Agreement, defamation, misrepresentation, breach of intellectual property, breach of the Spam Act 2003 (as amended), the Privacy Act 1988 (as amended), the Competition and Consumer Act 2010, any fair trading act, and any other Federal or State legislation indirectly or directly resulting from or in connection with the Goods, Services and distribution of the Goods. The Customer acknowledges and agrees that it does not and will not rely upon the Supplier in respect of any artwork or question relating to the Goods’ contravention of any Federal or State legislation.
The Customer agrees to pay to and indemnify the Supplier against all costs and expenses incurred (including legal costs on an indemnity basis) by the Supplier in connection with:
default by the Customer under these Terms and Conditions;
the recovery of any monies due and unpaid by the Customer; and
the exercise or attempted exercise by the Supplier of any power conferred on it by these Terms and Conditions.
Force Majeure. The Supplier may suspend deliver or reduce the quantity of goods to be delivered if the Supplier is unable to deliver any or all of the Goods by reason of circumstances beyond its reasonable conduct, including without limitation, a failure of the distributor, strikes, accidents, war, fire, flood, explosion, equipment malfunction and failure, shortage of power, breakdown of plant or machinery, shortage of raw materials, act of God, pandemic or any order or direction of any government, government authority or instrumentality. If the effects of any such force majeure event continue for more than one calendar month, the Supplier may in its absolute discretion, terminate the Agreement by notice in writing to the Customer. The Customer will have no claim against the Supplier for any damages, loss, costs or expenses arising from any delay or termination authorised by this clause.
Customer’s warranties. The Customer warrants that:
it has and will continue to have any permit, consent, government authorisation or licence required for it to carry on its business; and
it has the consent of all addressees, where applicable, to provide this service to the Customer; and
it will handle and store the Goods at all time as directed by the Supplier or, in the absence of such direction, in accordance with prevailing industry standards for the particular Goods; and
the collection, processing, use, disclosure and transfer of any Personal Information obtained by Customer and used for a purpose connected with the Agreement, complies with all applicable laws, rules and regulations (including without limitation the Spam Act 2003 (as amended) and the Privacy Act 1988 (as amended)).
Event of Default. The Customer will be in default of these Terms & Conditions if any one or more of the following events (“Event of Default”) occur:
the Customer is in liquidation or provisional liquidation or under administration, has a controller appointed (as defined in the Corporations Act 2001) or any analogous person appointed to it or to any of its property, is taken under section 459F(1) of the Corporations Act 2001 to have failed to comply with a statutory demand, is unable to pay its debts or is insolvent, takes any step that could result in the Customer becoming an insolvent under administration as defined in section 9 of the Corporations Act 2001, enters into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors or is affected by an analogous event;
any permit, registration or government authority or licence required to carry on the Customer’s business is either cancelled or revoked; or
the Customer fails to perform in whole or in part any of its obligations under, or is in breach in whole or in part of any term of, the Agreement.
If there is an Event of Default, in addition to any other rights at law the Supplier may have, the Supplier may take one or more of the following actions at its election:
treat the Agreement as repudiated and sue the Customer for any loss and damage in respect of the loss of the Agreement;
repossess any Goods in the Customer’s possession in respect of which title has not yet passed to the Customer; or
require the immediate payment by the Customer of all monies owing by the Customer to the Supplier under any Agreement or any account.
Intellectual Property. All right, title and interest in intellectual property rights in art work or print work created by the Supplier and commissioned by the Customer is transferred to the Customer upon payment of the applicable Invoice. Subject to payment of the Invoice, the Customer will retain any and all copyright and other intellectual property rights in their artwork. Notwithstanding the foregoing, the Customer hereby grants the Supplier a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, royalty-free licence to reproduce, copy, host, use, modify, prepare derivative works of and publicly display the artwork (in any medium) for the Supplier’s promotional and advertising purposes, without needing to obtain the Customer’s consent.
Trade Marks. Nothing in this Agreement confers on the Customer any right to use any of the trademarks of the Supplier or of any other person who has granted the Supplier the right to use any trade marks. The Customer agrees at all times to respect the validity and ownership of such trademarks and the goodwill attached to those trademarks and not to do or omit to do any act or thing or allow any act or thing to occur or omit to occur which may put in issue the validity or ownership of those trademarks.
Waiver. No claim or right of the Supplier under this Agreement shall be deemed to be waived or renounced in whole or in part unless confirmed in writing by the Supplier.
No guarantee. The Supplier does not guarantee the success of any Goods, Services or the distribution of the Goods.
Enforceability. Any provision of the Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make the Agreement enforceable unless this would materially change the intended effect of the Agreement.
Entire Agreement.
These Terms and Conditions constitute the entire agreement or contract between the Supplier and the Customer for the supply of Goods and/or Services by the Supplier.
The Customer acknowledges that neither the Supplier nor anyone purporting to act on its behalf has made any representation or given any promise or undertaking which his not expressly set out in writing, whether as to the fitness of the goods for any particular purpose or any other matter.
The Supplier may alter these Terms and Conditions:
without notice if done so at the request of the Customer, or the Customer is in default of any of these Terms and Conditions;
in any other case, on giving seven (7) days prior written notice to the Customer.
Governing Law. The Agreement is governed by and is to be construed in accordance with the laws of Queensland, Australia and the parties submit to the non-exclusive jurisdiction of the courts of Brisbane, Queensland in respect of any dispute arising in respect of it.
Severability. Where any provision of these Terms and Conditions is rendered void, unenforceable, or otherwise ineffective by operation of law, that provision will be considered to be severed from these Terms and Conditions and such severance shall not affect the validity, enforceability or effectiveness of any other provision in these Terms and Conditions.
Enforcement action. The Customer must pay the Supplier all costs and expenses incurred by the Supplier in seeking to enforce and in enforcing the Supplier’s rights under the Agreement, including any legal expenses (on a full indemnity basis), debt recovery agents’ fees and commissions, process server fees, company and business search fees and any other investigation fees, charges and the internal administration costs of the Supplier.
GST. In addition to any GST paid in connection with the Purchase Price, the Customer must pay to the Supplier on demand any GST payable in relation to any other taxable supply which arises under or in connection with the Agreement.
Notice. Any Notice to be given by the Supplier or the Customer to the other must be in writing and may be given by post, e-mail or hand delivered to the other’s business address as last known to the party giving it. A Notice given by: (a) e-mail will be deemed to have been given on the business day it was sent provided there is a confirmed transmission report; (b) sent by pre-paid post is shall be deemed to have been given two (2) business days following the day on which it was posted; and (c) delivered by hand shall be deemed given when delivered.
Changes to be agreed in writing. This Agreement may only be amended, supplemented or novated in writing executed by both parties.Unless and to the extent otherwise agreed in writing between the parties, the Supplier may not be required to supply any goods or services under this Agreement contrary to or additional to those described in the order unless and until consequential modifications to the order are agreed in writing between the parties in accordance with this Agreement.
In these Terms and Conditions:
“Agreement” means a contract for the sale of Goods and/or Services made between the Supplier and the Customer on the acceptance by the Supplier of an order for Goods and/or Services made by the Customer;
“Customer/you” means any person or company who submits an order for Goods and/or Services to the Supplier;
“Goods” means goods provided by the Supplier to the Customer as detailed in the order and Invoice. Such Goods may include business stationery, printing, photocopying, binding, promotional materials, signage, poster printing, graphic design, logo development, personalised design, artwork development, business cards, pamphlets, brochures, marketing print material, plan printing, corporate printing.
“Invoice” means the document provided by the Supplier to the Customer upon submission of the order via the Portal, or delivery of the Goods, or the provision of the Services, describing those Goods and/or Services and the Purchase Price. May also be referred to as an ‘Order Confirmation’;
“Personal Information” means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
“Purchase Price” means the price to be paid for the Goods and/or Services as stated in the Invoice. The Purchase Price includes, unless otherwise agreed or required by law, any GST or other impost on the sale of the Goods/Services, delivery and packing for delivery.
“Services” include all design, printing and other services and also includes SMS and electronic mail marketing services provided by the Supplier to the Customer in accordance with these Terms & Conditions.
Privacy Statement and Consent. The Supplier collects your information in order to determine whether to supply Goods or Services to you and, in ordering Goods or Services from the Supplier, you agree that the Supplier may:
use the personal information about you which you or others have provided at any time to the Supplier in order to manage the Supplier’s relationship with you and, where required, to comply with legislative and regulatory requirements; and
may, as appropriate, disclose that information to the Supplier’s related bodies corporate, regulatory and law enforcement bodies, debt collection agencies, any organisation proposing to fund the acquisition of, or acquire, any interest in any obligation you may owe the Supplier, and to any person to the extent necessary, in the Supplier’s view, to carry out any instruction you give to the Supplier or to enforce any rights of the Supplier against you.
The collection and use of any personal information by IPG Marketing Solutions Pty Ltd is subject to our Privacy Policy which can be found: https://www.impressu.com.au/privacy-policy/. You acknowledge that, subject to the provisions of the Privacy Act 1988 (Cth), you may access the information which the Supplier holds about you at any time by writing to the Privacy Co-Ordinator, IMPRESSU PRINT GROUP PTY LTD at 25 Strathwyn Street, Brendale, QLD, 4500 or telephone 07 3817 6200 or email sales@impressu.com.au.