Our Terms and Conditions
1. Invoicing and Payment
a. The Supplier may in its absolute discretion, issue an invoice or invoices to the Customer in any one or more of the following ways:
prior to commencing the provision of the Goods and/or Services, for an amount equal to the Quote and Additional Charges where the Supplier has not previously carried out work for the Customer or where the Supplier chooses to do so;
at the end of each week before the Order is completed, the Supplier may issue one or more invoices for a proportion or the whole of the amount of the Quote (the proportion to be calculated at the Supplier's discretion either for work done to that point, work in the future or both) and require that proportion of the Quote be paid in advance of any further Goods and/or Services being provided; or
upon completion of the provision of the Goods and/or Services or any time thereafter, for an amount equal to the Quote or the balance of the Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing the Supplier's charge for the work performed in completing the Order and for any Additional Charges.
The amount payable in an invoice will be as per the Quote and any Additional Charges.
The Customer must pay the Supplier within 7 days of an invoice being issued to the Customer or otherwise agreed.
If any invoice is due but unpaid, the Supplier may withhold the provision of any further Goods and/or Services until overdue amounts are paid in full.
The Supplier may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to the Supplier.
The Customer is not entitled to retain any money owing to the Supplier notwithstanding any default or alleged default by the Supplier of these Terms of Trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate standard or a delay in the provision of Goods and/or Services. Nothing in this clause affects the Customer's rights for any alleged failure of a guarantee under the Australian Consumer Law.
The Customer is to pay the Supplier on demand interest at the rate of 10% per annum on all overdue amounts owed by the Customer to the Supplier. Such interest will be calculated daily.
All costs and reasonable expenses associated with collecting overdue amounts, including (but not limited to) legal costs (on a full indemnity basis) and internal costs and expenses of the Supplier, are to be paid by the Customer as a debt due and payable under the Terms of Trade.
The Customer and the Supplier agree to comply with their obligations in relation to Goods and Services Tax ("GST") under the A New Tax System (Goods and Services Tax) Act 1999 and any other applicable legislation governing GST.
2. Additional Charges
The Supplier may require the Customer to pay Additional Charges in respect of Costs incurred by the Supplier as a result of reliance on inadequate or incorrect information or material provided by the Customer or information or material supplied later than required by the Supplier in order for it to provide the Goods and/or Services within the specified time frame (if any);
The imposition of Additional Charges may also occur as a result of cancellation by the Customer of an Order where such cancellation results in Loss of the Supplier, storage costs for goods not collected from the Supplier within 2 weeks of the date on which the Goods are manufactured, fabricated, created or formed at the rate set out in the Quote, photocopying, artwork printouts, long distant telephone calls, couriers, packing and handling, Government or council taxes or charges, additional work required by the Customer and/or any other occurrence which causes the Supplier to incur costs in respect of the Customer's Order additional to the quoted cost.
3. Acceptance of Goods
If the Customer fails to advise the Supplier in writing of any fault in Goods or failure of Goods to accord with the Customer's Order within 48 hours of delivery, the Customer is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Customer's Order. Nothing in this clause affects the Customer's rights for any alleged failure of a guarantee under the Australian Consumer Law.
4. Retention of Title and Passing of Risk
Risk in Goods passes to the Customer immediately upon delivery or making available for collection by the Supplier.
Subject to clause 12, title in Goods supplied to the Customer pursuant to these Terms of Trade does not pass to the Customer until all moneys (including moneys owing in respect of other transactions between the Supplier and the Customer) due and payable to the Supplier by the Customer have been fully paid.
Where Goods or Services are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods or Services provided by the Supplier in respect of those Goods, the Customer:
is a bailee of the Goods until title in them passes to the Customer;
acknowledges that the Supplier may register its interests in the Goods under the Personal Property Securities Act 2009 (Cth) (PPSA);
iii. must be able upon demand by the Supplier to separate and identify as belonging to the Supplier Goods supplied by the Supplier from other goods which are held by the Customer;
iv. must not allow any person to have or acquire any Security Interest (as this term is defined in the PPSA) in the Goods;
v. must pay to the Supplier on demand the amount of any loss
suffered or incurred by the Supplier arising out of or in connection with any loss or damage to the Goods whilst in the Customer's care, or any copying or replicating of the Goods;
vi. agrees that the Supplier may repossess the Goods if payment is not made within 14 days (or such longer time as the Supplier may, in its complete discretion, approve in writing) of the supply of the Goods; and
vii. the Customer grants an irrevocable licence to the Supplier or its agent to enter the Customer's premises in order to recover possession of Goods pursuant to this clause. The Customer indemnifies the Supplier in respect of any damage to property or personal injury which occurs as a result of any negligent or wrongful act by the Supplier or its agent in entering the Customer's premises or recovering possession of the Goods.
d. Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by the Supplier in respect of those Goods, and the Customer makes a new object from the Goods, whether finished or not, or the Customer mixes the Goods with other goods or the Goods become part of other goods ("new goods"), the Customer agrees with the Supplier that the ownership of the new goods immediately passes to the Supplier. The Customer will hold the new goods on trust for the Supplier until payment of all sums owing to the Supplier whether under this contractor any other contract have been made and the Supplier may require the Customer to store the new goods in a manner that clearly shows the ownership of the Supplier.
e. For the avoidance of doubt, under clause 11(d), the ownership of the new goods passes to the Supplier at the beginning of the operation or event by which the Goods are converted into, are mixed with or become part of other goods.
f. Notwithstanding sub-clause 10(c) the Customer may transfer, sell or dispose of Goods, including new goods, to a third party
the entering of a scheme of arrangement (other than for
the purpose of restructuring); or
the Customer purports to assign its rights under these Terms of Trade without the Supplier's written consent;
any assignment for the benefit of creditors; or
the Customer ceases or threatens to cease conduct of its business in the normal manner.
the ordinary course of business provided that:
where the Customer is paid by a third party in respect of Goods including new goods, the Customer shall hold the whole of the proceeds of sale less Goods and Services Tax on trust for the Supplier - in a separate account - until all amounts owned by the Customer to the Supplier have been paid; or
where the Customer is not paid by a third party, the Customer agrees to assign all of its rights against such third party to the Supplier upon the Supplier giving the Customer notice in writing to that effect and for the purpose of giving effect to such assignment the Customer irrevocably appoints the Supplier as its attorney.
Where Goods are supplied by the Supplier to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by the Supplier in respect of those Goods, the Customer acknowledges that the Supplier has a right to register and perfect (and where relevant enforce) a personal property security interest under the PPSA.
Intellectual Property Rights
b. Where an event of default occurs, except where payment in full has been received by the Supplier, the Supplier may:
i. refuse to deliver Goods or provide further Services;
ii. pursuant to Clause 11, repossess and re-sell any Goods delivered to the Customer, the payment for which has not
been received; or
iii. retain (where applicable) all moneys paid an account of
Goods and/or Services or otherwise.
iv. In addition to any action permitted to be taken by the
Supplier under 14(b) above, upon the occurrence of an event
v. all invoices will become immediately due and payable; and
vi. the Supplier may terminate all contracts and credit
arrangements (if any) with the Customer.
a. The Customer agrees to indemnify and keep indemnified the Supplier, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against the Supplier or, for which the Supplier is liable, in connection with any Loss arising from or incidental to the provision of Goods and/or Services or the subject matter of this agreement including, but not limited to any legal costs incurred by the Supplier in relation to meeting any claim or demand or any party/party legal casts for which the Supplier is liable in connection with any such claim or demand.
b. This provision will remain in force after the termination of this agreement.
8. Personal Properties and Securities Act (PPSA)
a. Agree that this agreement, under these terms and conditions,
relating to the supply of goods and services, now or in the
future creates a registrable security interest under the PPSA;
b. Acknowledge the right of Insigns Pty Ltd to register a security
interest under the PPSA;
c. Acknowledge the right of Insigns Pty Ltd to exercise all of the
remedies afforded to it as a secured party under he PPSA without prejudice to any other rights or remedies arising out of breach by you or any other party of any agreement with Insigns Pty Ltd, and
d. Agree that the Customer’s Account is collateral for the purposes of the PPSA;
i. You waive any right you have under under s. 157 (1) of the PPSA to receive notice in relation to any registration events or to claim damages available under the PPSA;
ii. The parties acknowledge that none of them will disclose information of the kind specified in section 275 of the PPSA;
iii. At the election of Insigns Pty Ltd to be exercised at any time in its absolute discretion, any section of the PPSA specified in section 115 will not apply to the extent permitted by section 115;
iv. The customer must pay costs, charges and expenses of and incidental to registering security interest of any action taken by Insigns Pty Ltd to comply with the PPSA (including any demand given under section 178 of the PPSA).
9. Equitable Charge
You as beneficial owner and/ or registered proprietor now charge in favour of Insigns Pty Ltd all of Your estate and interest in any real property (“Land”) to secure payment of invoices rendered to Insigns Pty Ltd to You for the supply of goods and services including interest payable on those invoices and costs (including legal costs on a full indemnity basis) incurred by Insigns Pty Ltd, and including the costs to prepare and lodge a Caveat against the Land and to remove the Caveat.
10. Privacy Act 1988 (Commonwealth)
You enable the Supplier to assess your credit or to review any existing credit, you authorise the supplier to obtain:
1. Form a credit reporting agency and credit report containing personal information about the Applicant and Guarantors in relation to credit provided by the Supplier (section 18k(1)(a) of the Privacy Act 1988);
2. A report from credit reporting agency containing personal information about the Applicant and the Guarantors (section 18k(1)(b) of the Privacy Act 1988); and
3. A report containing information about the Applicant’s and the Guarantors’’ commercial activities or commercial credit worthiness from a business which provided information about the commercial credit worthiness of a person or an entity in relation to credit provided by the Supplier (section 18L(4) of the Privacy Act 1988).
You authorises the Supplier to provide certain personal information about You under section 18E(8)(c) of the Privacy Act 1988. The information which may be given to an agency is covered by section 18E(1) of the Privacy Act 1988. In accordance with section 18N(1)(b) of the Privacy Act 1988, You authorises the Supplier to give and obtain from credit providers named in this agreement and credit providers that may be named in a credit report issued by a credit reporting agency information about the Your credit arrangement. You acknowledge that the information can include any information about the Your credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act 1988.