DIGITAL GRAPHIC SOLUTIONS PTY LTD – TERMS AND CONDITIONS OF PURCHASE

1. INTRODUCTION

- 1.1 Application of these Terms and Conditions

The Customer agrees that prior to placing an order with the Supplier, the Customer has read and agreed to the terms and conditions as set out hereunder. For the purposes of this agreement, “Supplier” is Digital Graphic Solutions Pty Ltd (ACN 003 982 947) and the “Customer” is the applicant named on the account with the Supplier or where no account exists then on the Order Confirmation or Tax Invoice provided by the Supplier to the Customer. In this Agreement “Goods” means goods and services. 

2. PRICES

- 2.1 Prices set out and referred to in the Customer Price List are recommended prices only and there is no obligation for the Supplier to comply with these recommendations. All prices are exclusive of GST and subject to alteration without notice.

- 2.2 Any increase in the cost of supplying the Goods which is beyond the control of the Supplier and which occurs between the date of ordering and delivery shall be to the Customer's account.

- 2.3 The Supplier reserves the right to alter the Customer Price List without notice and may vary the purchase price to reflect the addition in costs, taxes or duties incurred or to be incurred by the Supplier.

- 2.4 All list prices are exclusive of GST and other government impost unless otherwise stated in writing and are subject to alteration without notice.

3. DELIVERY

- 3.1 The Supplier shall not be responsible for failure to deliver Goods on time or to fulfil orders when such delay or failure is beyond the reasonable control of the Supplier.

- 3.2 Unless specified on the Supplier’s quotation or Tax Invoice, the terms of delivery are Delivery At Place.

- 3.3 The Customer will at its own expense and risk arrange for delivery of Goods from the premises of the Supplier but if the Customer requests, and the Supplier agrees to do so in writing, the Supplier will arrange delivery to the Customer’s requested destination at a cost of 5% of the total amount of the Tax Invoice in respect of the applicable Goods. This sum shall be payable at the same time as the Tax Invoice of the Goods to be delivered.

- 3.4 The Supplier may suspend delivery if the Customer at any time fails to make payment in accordance with these terms and conditions and/or exceeds credit facilities as established by the Supplier.

4. PAYMENT

- 4.1 The Customer is required to pay to the Supplier the total amount of a Tax Invoice issued in respect of Hardware Goods prior to the Hardware Goods being despatched to the Customer.

- 4.2 If the Customer holds a credit account, the customer will pay to the Supplier the total amount of a Tax Invoice issued in respect of other Goods including Consumables, Software, Labour and Parts within thirty (30) days of the date of the Tax Invoice.

- 4.3 The Customer who holds a credit account may be offered an early settlement discount. If offered, payment is required immediately. If payment is not received immediately, the discount will not apply and the total amount of the Tax Invoice issued in respect of other Goods including Consumables, Software, Labour and Parts is payable within thirty (30) days of the date of the Tax Invoice.

- 4.4 Payment terms for a Customer who does not hold a credit account is cash before delivery.

- 4.5 The Supplier may charge interest at a rate of two per centum (2%) above the commercial lending rate of the Westpac Banking Corporation calculated on a daily basis on amounts not paid within the time specified in clause 4.1 and 4.2.

- 4.6 The Customer must pay to the Supplier any costs, expenses or losses incurred by the Supplier as a result of the Customer's failure to pay to the Supplier all sums outstanding as owed by the Customer to the Supplier including without limiting the generality of the forgoing any debt collection and legal costs incurred in enforcing payment on a Solicitor and own Customer basis.

- 4.7 The Customer shall reimburse the Supplier for any costs, expenses or losses incurred by the Supplier should the Customer cancel their order. The time for payment for such cancellation shall be seven (7) days from the Supplier’s invoice.

5. RISK

- 3.5 The Goods are at the risk of the Supplier until they leave the premises of the Supplier to be delivered to the Customer or a third party, whereupon they are at the risk of the Customer.

6. RETENTION OF TITLE

- 6.1 Notwithstanding the delivery of the Goods, title in any particular Goods shall remain with the Supplier regardless of whether the Goods are on-sold by the Customer until the Customer has paid and discharged any and all monies owing pursuant to any invoice issued by the Supplier for the Goods, including all applicable GST and other taxes, levies and duties. Any payment made by or on behalf of the Customer which is later avoided by the application of any Statutory Provisions shall be deemed not to discharge the Supplier’s title in the Goods nor the Customer’s indebtedness to the Supplier and, in such an event, the parties are to be restored to the rights which each respectively would have had if the payment had not been made.

- 6.2 The Customer acknowledges that it is in possession of the Goods solely as Bailee until payment of all invoices for the Goods is made pursuant to clause 6.1 and until that time:

(a) The Customer is not entitled to sell the Goods but only in the ordinary course of business;

(b) The Customer must not encumber or otherwise charge the Goods;

(c) The Customer shall be fully responsible for any loss or damage to the Goods whatsoever and howsoever caused following delivery of the Goods to the Customer.

- 6.3 The Customer hereby irrevocably grants to the Supplier the right, at its sole discretion, to remove or repossess any Goods from the Customer and sell or dispose of them, and the Supplier shall not be liable to the Customer or any person claiming through the Customer and the Supplier shall be entitled to retain the proceeds of any Goods sold and apply same towards the Customer’s indebtedness to the Supplier.

- 6.4 If the Customer commits an act of bankruptcy, enters into any form of administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or breaches any fundamental clause of this agreement, then the Supplier may, without prejudice to any other remedies it may have, repossess any Goods delivered to the Customer on any account which has not been paid in accordance with the terms and conditions herein and commence proceedings to recover the balance of any monies owing the Supplier by the Customer

7. WARRANTY

- 7.1 The Goods are sold subject to the terms of the manufacturer’s warranty issued from time to time (Manufacturer’s Warranty), and such warranty shall be in lieu of all other warranties express or implied.

- 7.2 The Customer is not authorised to accept on behalf of the Supplier any liability in connection with the Customer’s sale of Goods and the Customer indemnifies and holds the Supplier harmless from any loss or damage sustained or incurred by the Supplier as a result of actions, omissions or representations by the Customer which result in the Supplier being liable to a third party.

- 7.3 Upon the sale of any Products to a third party the Customer must attend to the following:

(a) ensure that the third party is given all warranty documentation as required by the Supplier from time to time; and

(b) ensure that all warranty documentation is duly completed and signed by the third party and returned to the supplier within five (5) business days of the Goods being sold.

- 7.4 The Customer acknowledges that should the conditions of the preceding subclause not be strictly adhered to the warranties offered under this clause 7 will be voidable.

- 7.5 The Supplier has the right to amend the terms of the warranty from time to time upon notice being provided to the Customer in writing. Should the terms of the warranty be amended the Supplier is required to provide the Customer with a copy of the new terms of the warranty as soon as is reasonably practicable.

8. INSPECTION ON DELIVERY

- 8.1 The Customer shall inspect the Goods on delivery and shall within eight hours of delivery notify the Supplier of:

(a) any alleged shortage in quantity of Goods, incorrectly priced Goods or failure to comply with the description of Goods ordered and;

(b) any Goods found to be defective. The Customer shall afford the Supplier any opportunity to inspect such Goods within a reasonable time following delivery.

- 8.2   If the Customer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with these terms and conditions.

9. LIABILITY

- 9.1 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 the Agreement (Non-excludable Rights).

 - 9.2 Disclaimer of Liability — The Supplier 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 Non-excludable Rights. To the extent permitted by law, the liability of the Supplier for a breach of a Non-Excludable Right is limited, at the Supplier’s option, to the supplying of the Goods and/or any services again or payment of the cost of having the Goods and/or services supplied again.

 - 9.3 Indirect Losses — Notwithstanding any other provision of these Terms and Conditions, the Supplier is in no circumstances 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 the Supplier’s failure to complete or delay in completing the Order or to deliver the Goods.

- 9.4 Force Majeure — The Supplier will have no liability to the Customer in relation to any loss, damage or expense caused by the Supplier’s failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of the Supplier’s normal suppliers to supply necessary material or any other matter beyond the Supplier’s control.

10. SECURITY AND CHARGE

The Customer hereby charges all property, both equitable and legal, present or future of the Customer in respect of any monies that may be owing by the Customer to the Supplier under these terms and conditions or otherwise and hereby authorises the Supplier or its solicitors to execute any consent form as its attorney for the purpose of registering a caveat over any real property assets of the Customer with the Australian securities and Investment Commission.

11. PRIVACY

- 11.1 The Customer hereby authorises the Supplier to collect, retain, record, use and disclose personal information about the Customer, in accordance with the Privacy Act 1988 (Cth), to persons and/or legal entities who are a Solicitor or any other professional consultant engaged by the Supplier, a Debt Collector, Credit Reference Organisation and/or any other individual or organisation which maintains credit references and/or default listings.

- 11.2 The Customer also authorises the Supplier to make enquiries with respect to the Customer’s credit worthiness; to exchange information with other Credit Providers in respect to previous defaults of the Customer and to notify other Credit Providers of a default by the Customer.

12. GENERAL MATTERS

- 12.1 Severability — 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.

- 12.2 Governing Law and Jurisdiction — These Terms and Conditions are governed by the law in force in the State or Territory in which the Supplier’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.