Vicon Transfers - Terms & Conditions of Trade
Date of last revision: September 2018
1.1 “Vicon” means Vicon Transfers, its successors and assigns or any person acting on behalf of and with the authority of Vicon Transfers.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
1.3 “Goods” means all Goods or Services supplied by Vicon to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Vicon and the Client in accordance with clause 5 below.
1.5 “GST” means Goods and Services Tax (GST) as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Vicon.
2.3 The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Vicon and it has been approved with a credit limit established for the account.
2.4 In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, Vicon reserves the right to refuse delivery.
2.5 The Client acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Vicon reserves the right to vary the Price with alternative Goods as per clause 5.2.
3. Electronic Transactions Act 2000
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.
4. Change in Control
4.1 The Client shall give Vicon not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Vicon as a result of the Client’s failure to comply with this clause.
5. Price and Payment
5.1 At Vicon’s sole discretion, the Price shall be either:
(a) as indicated on any invoice provided by Vicon to the Client; or
(b) the Price as at the date of delivery of the Goods according to Vicon’s current price list; or (c) Vicon’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
5.2 Vicon reserves the right to change the Price:
(a) if a variation to the Goods which are to supplied is requested; or
(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or
(c) if during the course of the Services, the Goods cease to be available from Vicon’s third party suppliers, then Vicon reserves the right to provide alternative Goods, subject to prior confirmation and agreement of both parties; or
(d) in the event of increases to Vicon in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond Vicon’s control.
5.3 Variations will be charged for on the basis of Vicon’s quotation, and will be detailed in writing, and shown as variations on Vicon’s invoice. The Client shall be required to respond to any variation submitted by Vicon within ten (10) working days. Failure to do so will entitle Vicon to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
5.4 At Vicon’s sole discretion, a non-refundable deposit may be required.
5.5 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Vicon, which may be:
(a) before delivery of the Goods;
(b) by way of instalments/progress payments in accordance with Vicon’s payment schedule; (c) thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Vicon.
5.6 Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge of three (3%) percent may apply per transaction), or by any other method as agreed to between the Client and Vicon.
5.7 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Vicon nor to withhold payment of any invoice because part of that invoice is in dispute.
5.8 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Vicon an amount equal to any GST Vicon must pay for any supply by Vicon under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
6. Delivery of Goods
6.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Vicon’s address; or
(b) Vicon (or Vicon’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
6.2 At Vicon’s sole discretion, the cost of delivery is either included in the Price or is in addition to the Price.
6.3 Vicon may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
6.4 Any time specified by Vicon for delivery of the Goods is an estimate only. The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. Vicon will not be liable for any loss or damage incurred by the Client as a result of delivery being late. In the event that the Client is unable to take delivery of the Goods as arranged then Vicon shall be entitled to charge a reasonable fee for redelivery and/or storage.
7. On-Line Ordering
7.1 The Client acknowledges and agrees that:
(a) Vicon does not guarantee the website’s performance;
(b) display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by Vicon
(c) on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades;
(d) there are inherent hazards in electronic distribution, and as such Vicon cannot warrant against delays or errors in transmitting data between the Client and Vicon including orders, and you agree that to the maximum extent permitted by law, Vicon will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders;
(e) when making a transaction through the website, the Client’s information will pass through a secure server using SSL (secure sockets layer) encryption technology. The encryption process ensures that the Client’s information cannot be read by or altered by outside influences;
(f) if the Client is not the cardholder for any credit card being used to pay for the Goods, Vicon shall be entitled to reasonably assume that the Client has received permission from the cardholder for use of the credit card for the transaction.
7.2 Vicon reserves the right to terminate the Client’s order if it learns that you have provided false or misleading information, interfered with other users or the administration of Vicon’s business, or violated these terms and conditions.
8.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
8.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Vicon is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Vicon is sufficient evidence of Vicon’s rights to receive the insurance proceeds without the need for any person dealing with Vicon to make further enquiries.
8.3 If the Client requests Vicon to leave Goods outside Vicon’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.
9. Printing Risk
9.1 When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra Services or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in Vicon opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described, then the cost of such variations may be charged to the Client in accordance with clause 5.2.
9.2 Once accepted by the Client, Vicon’s written quotation shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, Vicon shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
9.3 Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at its request for the Services.
9.4 Whilst every care is taken by Vicon to carry out the instructions of the Client, it is the Clients responsibility to undertake a final proof reading of the Goods. Vicon shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Clients alterations require additional proofs this shall be invoiced as variation in accordance with clause 5.2.
9.5 Vicon is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Vicon to match virtual colours with physical colours, the Vicon will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contra against final invoice.
9.6 While every effort will be taken by Vicon to match colours Vicon shall be under no liability whatever to the Client for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the finished product.
9.7 When style, type or layout is left to Vicon’s judgement and then the Client makes further alterations to the copy this will be invoiced as an variation in accordance with clause 5.2.
9.8 Sketches and dummies submitted by Vicon on a speculative basis shall remain the property of Vicon. They shall not be used for any purpose other than that nominated by Vicon and no ideas obtained there from may be used without the consent of Vicon. Vicon shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.
9.9 Where Vicon has designed or created Goods for the Client then the Client undertakes to acknowledge Vicon’s work in the event that the designs or images of the Goods are utilised in advertising or marketing material by the Client.
9.10 Goods printed or made to special order, Client specification or non-catalogue items are under no circumstances acceptable for credit or return. Cancellation of orders for printed or special or non-catalogue items will definitely not be accepted, once these orders are in production.
9.11 Where the Client supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. An additional charge may be made by Vicon in respect of any such counting or checking requested by the Client.
9.12 In the case of property and Goods left with Vicon without specific instructions, Vicon shall be free to dispose of them at the end of twelve (12) months after receiving them, and to accept and retain any proceeds gained from such disposal to cover Vicon’s costs in holding and handling such items.
9.13 Where Goods or equipment are supplied by the Client for the provision of Services, Vicon shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such Goods or equipment for the Services.
9.14 Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by Vicon to ensure correctly finished work, shall be invoiced as a variation in accordance with clause 5.2.
9.15 Vicon shall not be held liable for inks wearing off through general wear and tear.
10.1 The Client shall ensure that Vicon has clear and free access to effect delivery of the Goods. Vicon shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Vicon.
11.1 Vicon and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Vicon all amounts owing to Vicon; and
(b) the Client has met all of its other obligations to Vicon.
11.2 Receipt by Vicon of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
11.3 It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 11.1:
(a) the Client is only a bailee of the Goods and must return the Goods to Vicon on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Vicon and must pay to Vicon the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Vicon and must pay or deliver the proceeds to Vicon on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Vicon and must sell, dispose of or return the resulting product to Vicon as it so directs.
(e) the Client irrevocably authorises Vicon to enter any premises where Vicon believes the Goods are kept and recover possession of the Goods.
(f) Vicon may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Vicon.
(h) Vicon may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
12. Personal Property Securities Act 2009 (“PPSA”)
12.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
12.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Client to Vicon for Services – that have previously been supplied and that will be supplied in the future by Vicon to the Client.
12.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Vicon may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 12.3(a)(i) or 12.3(a)(ii);
(b) indemnify, and upon demand reimburse, Vicon for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Vicon;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Vicon;
(e) immediately advise Vicon of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
12.4 Vicon and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
12.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
12.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
12.7 Unless otherwise agreed to in writing by Vicon, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.
12.8 The Client must unconditionally ratify any actions taken by Vicon under clauses 12.3 to 12.5.
12.9 Subject to any express provisions to the contrary (including those contained in this clause 12) nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
13. Security and Charge
13.1 In consideration of Vicon agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
13.2 The Client indemnifies Vicon from and against all Vicon’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Vicon’s rights under this clause.
13.3 The Client irrevocably appoints Vicon and each director of Vicon as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 13 including, but not limited to, signing any document on the Client’s behalf.
14. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
14.1 The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Vicon in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Vicon to inspect the Goods.
14.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non- Excluded Guarantees).
14.3 Vicon acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
14.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Vicon makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Vicon’s liability in respect of these warranties is limited to the fullest extent permitted by law.
14.5 If the Client is a consumer within the meaning of the CCA, Vicon’s liability is limited to the extent permitted by section 64A of Schedule 2.
14.6 If Vicon is required to replace the Goods under this clause or the CCA, but is unable to do so, Vicon may refund any money the Client has paid for the Goods.
14.7 If the Client is not a consumer within the meaning of the CCA, Vicon’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by Vicon at Vicon’s sole discretion;
(b) limited to any warranty to which Vicon is entitled, if Vicon did not manufacture the Goods;
(c) otherwise negated absolutely.
14.8 Subject to this clause 14, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 14.1; and
(b) Vicon has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
14.9 Notwithstanding clauses 14.1 to 14.8 but subject to the CCA, Vicon shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
(d) the Client failing to follow any instructions or guidelines provided by Vicon; (e) fair wear and tear, any accident, or act of God.
14.10 Not withstanding anything contained in this clause if Vicon is required by a law to accept a return then Vicon will only accept a return on the conditions imposed by that law.
15. Intellectual Property
15.1 Where Vicon has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Vicon. Under no circumstances may such designs, drawings and documents be used without the express written approval of Vicon.
15.2 The Client agrees that Vicon may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Vicon has created for the Client.
16. Default and Consequences of Default
16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Vicon’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
16.2 At Vicon’s sole discretion should any account become overdue from the agreed payment due date, then an amount of twenty ($20) dollars will be charge monthly (up to a maximum of two hundred ($200) dollars) and shall be levied as a late payment fee which sum shall become immediately due and payable.
16.3 If the Client owes Vicon any money the Client shall indemnify Vicon from and against all costs and disbursements incurred by Vicon in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Vicon’s contract default fee, and bank dishonour fees).
16.4 Further to any other rights or remedies Vicon may have under this contract, if a Client has made payment to Vicon, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Vicon under this clause 16 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this agreement.
16.5 Without prejudice to Vicon’s other remedies at law Vicon shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Vicon shall, whether or not due for payment, become immediately payable if:
(a) any money payable to Vicon becomes overdue, or in Vicon’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Vicon;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
17.1 Without prejudice to any other remedies Vicon may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Vicon may suspend or terminate the supply of Goods to the Client. Vicon will not be liable to the Client for any loss or damage the Client suffers because Vicon has exercised its rights under this clause.
17.2 Vicon may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Vicon shall repay to the Client any money paid by the Client for the Goods. Vicon shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Vicon as a direct result of the cancellation (including, but not limited to, any loss of profits).
17.4 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
18. Privacy Act 1988
18.1 The Client agrees for Vicon to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Vicon.
18.2 The Client agrees that Vicon may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
18.3 The Client consents to Vicon being given a consumer credit report to collect overdue payment on commercial credit.
18.4 The Client agrees that personal credit information provided may be used and retained by Vicon for the following purposes (and for other agreed purposes or required by):
(a) the provision of Goods; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Goods.
18.5 Vicon may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
18.6 The information given to the CRB may include:
(a) personal information as outlined in 18.1 above;
(b) name of the credit provider and that Vicon is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Vicon has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
(g) information that, in the opinion of Vicon, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
18.7 The Client shall have the right to request (by e-mail) from Vicon:
(a) a copy of the information about the Client retained by Vicon and the right to request that Vicon correct any incorrect information; and
(b) that Vicon does not disclose any personal information about the Client for the purpose of direct marketing.
18.8 Vicon will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this agreement or is required to be maintained and/or stored in accordance with the law.
18.9 The Client can make a privacy complaint by contacting Vicon via e-mail. Vicon will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.
19. Service of Notices
19.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission; (e) if sent by email to the other party’s last known email address.
19.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
20. Dispute Resolution
20.1 If a dispute arises between the parties to this contract, then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:
(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and
20.2 conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.
21.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales the state in which Vicon has its principal place of business, and are subject to the jurisdiction of the Albury Courts in that state.
21.3 Subject to clause 14 Vicon shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Vicon of these terms and conditions (alternatively Vicon’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
21.4 Neither party shall assign or sub-contract all or any part of their rights and obligations under this agreement without the written consent of the other party.
21.5 The Client agrees that Vicon may amend these terms and conditions by notifying the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Vicon to provide Goods to the Client.
21.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock- out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
21.7 Both parties warrant that they have the power to enter into this agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this agreement creates binding and valid legal obligations on them.
22. Supplying Garments for Printing
22.1 The Client is required to supply one additional garment free of charge to Vicon outside of your required quantity. So that if Vicon need to test printing temperatures and times for you garment before starting your order, one is available.
22.2 Misprinted Garments:
(a) Vicon takes all care to minimise misprints, however as garment printing is a production process, misprints can and do occur outside of Vicon’s control. Due to this, Vicon require an error allowance of up to 2% of all garments supplied. Vicon recommend additional spare garments be supplied ready for printing in case a misprint occurs to make up full required quantities.
(b) In the unfortunate event of a misprint and should no additional garments be supplied, the Client assumes the responsibility of accepting a short supply of correctly printed garments or the cost of supplying additional garments for printing at a later date. Should the Client choose to receive a short supply of printed garments, a credit will be provided for the printing cost (transfer and application cost only) of the misprinted garment.
(c) No financial liability is born by Vicon for the misprinting of client garments. Vicon’s heat application charges are a minimal cost covering only the wage associated with the application process and do not insure or consider the value of garment being printed. Credit or refund of any misprinted transfers is limited to the individual cost of the supplied transfer and the individual cost of the heat application process.