These terms and conditions of trade apply to all our Sale of Goods Contracts. Any order placed with Fresh Office Limited (“Fresh Office”) constitutes your agreement to be bound by these terms. Any additional or different terms you stipulate or state in any communication with Fresh Office (including an order) are hereby objected to and will not bind Fresh Office unless Fresh Office agree in writing. No sales person, representative or agent is authorised by Fresh Office to give any guarantee, warranty or representation in addition to, or contrary to these terms. In any event, receipt of goods by you (or another as you direct) upon delivery constitutes your agreement to be bound by these terms.
1 PRICE AND PRICE VARIATION
1.1 Prices quoted are excluding GST unless otherwise stated. Unless otherwise agreed in writing, the price of the goods will be the current price on the day of delivery of the goods. Prices do not include any delivery surcharges.
1.2 Fresh Office shall be entitled to adjust any price quoted from time to time and the Customer agrees to pay any such adjusted price to take account of variations in the cost to Fresh Office of carrying out the whole or any part of the contract arising from any of the following:
(a) Delays in delivery or installation of the goods or any of them as a result of instructions or lack of instructions from the Customer, the Customer’s failure or inability to fulﬁll the obligations under the contract or any action or inaction by the Customer or other circumstances beyond Fresh Office’s control;
(b) Variation in the cost of Fresh Office acquiring the goods directly or indirectly, on account of changes in rates of freight and transport costs, insurance, customs duties, taxes, existing tariff classiﬁcations or any variation in currency exchange rates;
(c) Variations in the cost of rates of all statutory, government or local government or governmental authority charges and obligations; or
(d) Any correction of errors or omissions on the part of Fresh Office or any of its representatives.
2.1 All goods and services sold are subject to Goods and Services Tax.
3.1 Unless otherwise agreed, the purchase price shall be paid to Fresh Office at its address by the 20th of the month following the month in which the invoice was dated. Payment will not be accepted by any means other than cash, cheque or direct credit.
3.2 If any account is in dispute, the undisputed portion of the account shall be payable in accordance with the normal terms of payment as provided in 3.1. Payment of the disputed portion may be withheld provided the matter is brought to Fresh Office’s attention immediately it is discovered and a letter of explanation setting out the particulars of the dispute is sent to Fresh Office within seven days of the dispute arising.
3.3 Fresh Office reserves the right to suspend delivery of further goods if the terms of payment are not strictly adhered to by the Customer.
3.4 Interest may be charged on overdue accounts at such rate as may be charged by Fresh Office from time to time.
3.5 Any expenses, costs or disbursements incurred by Fresh Office in recovering any outstanding monies including debt collection agency fees or solicitor’s costs shall be paid by the Customer.
4 NEW ACCOUNT
4.1 Use of this account shall constitute acceptance of these terms and conditions.
4.2 The Customer shall not be liable for any indebtedness arising from the fraudulent use of the account provided that the Customer must on discovering the fraudulent use of the account immediately notify Fresh Office of such fraudulent use. The burden of proving such use was fraudulent shall lie with the Customer.
4.3 The Customer shall endeavour to return all goods acquired by fraudulent use.
5.1 Fresh Office shall deliver the goods to the address stated on the order or as agreed by Fresh Office in writing.
5.2 Fresh Office shall deliver the goods by such carrier and such form of transport Fresh Office consider to be appropriate.
5.3 Where you specify the carrier and the means of carriage, Fresh Office shall deliver the goods in the way speciﬁed, the cost of such carriage being an additional charge to the invoiced price of the goods.
5.4 Fresh Office will not be responsible for any part delivery or delay in delivery of the goods as a result of events occurring beyond Fresh Office’s control. Fresh Office shall not be in any way responsible for any consequences (direct or indirect) arising from such delay or non-delivery.
5.5 The Customer agrees to inform Fresh Office within 30 days of the date of invoice if proof of delivery is required. After this period, no liability will lie with Fresh Office for proof of delivery.
6 PRIVACY ACT 1993
6.1 The Customer authorises Fresh Office to collect, retain, and use personal information about the Customer (including the information collected in this document) for the following purposes only:
(a) assessing the Customer’s creditworthiness.
(b) disclosing to a third party details of this application and any subsequent dealings it may have with Fresh Office for the purpose of recovering amounts payable by the Customer and providing credit references.
(c) marketing goods and services provided by Fresh Office to the Customer.
6.2 The Customer, if an individual, has a right of access to information about the Customer held by Fresh Office. The Customer may request correction of that information and may require that the request be stored with that information. Fresh Office may charge reasonable costs for providing access to that information.
7 INTELLECTUAL PROPERTY
7.1 Where Fresh Office has followed a design or instruction furnished by or given by the Customer, the Customer shall indemnify Fresh Office against all damages, penalties, costs and expenses of Fresh Office or in respect of which Fresh Office may become liable through any work required to be done in accordance with these instructions involving an infringement of a patent, trademark, registered design or common law right.
7.2 Should Fresh Office be required to match any shade or colour, a light and dark tolerance shall be allowed to such an extent as shall be agreed by Fresh Office and the Customer at the time the standard colour is speciﬁed and in the absence of any agreement a reasonable tolerance shall be allowed.
7.3 Where the Customer supplies a mould, die, tool, printing plate or any other item used in the manufacturing process the Customer shall reimburse Fresh Office for all maintenance expenses. Fresh Office shall not be liable for any loss or damage to moulds, dies, tools or materials supplied by the Customer to Fresh Office for the purposes of fulﬁlling any contract.
7.4 Printing plates, stereos, ﬁlm, artwork and all other equipment for speciﬁc use in the manufacture of the goods (other than those supplied by the Customer) remain the property of Fresh Office unless the cost thereof (including all development and costs relating thereto) shall have been fully recovered by Fresh Office from the Customer in the costing of the goods already paid for by the Customer.
7.5 All information prepared by Fresh Office including, without limitation, customised pricing, proposals, electronic catalogues, details of improvements and cost reductions, is the intellectual property of Fresh Office and cannot be copied, altered or distributed without Fresh Office’s prior written consent. Fresh Office will not be liable for any alterations made by you.
8 RETURN OF GOODS
8.1 Unless under the terms of its product warranty as stated at the time of purchase, Fresh Office will not accept the return of goods for credit or any other purpose unless it agrees to accept the return of the goods and advise the Customer a return advice number prior to the return of goods. Return freight will be at Fresh Office’s cost only when there has been an error on its part.
8.2 No returned goods shall be accepted by Fresh Office (even if Fresh Office agree to do so) if they have been tampered with by you or any other person, if they are goods expressly sold on a non-return basis, or if they are not accompanied by the return advice number referred to in clause 8.1. Where goods are returned to Fresh Office but not accepted as above, they shall be returned to you at your expense.
8.3 Receipt by Fresh Office or by any of our agents or representatives of any goods returned other than in accordance with clauses 8.1 and 8.2 shall not constitute nor be deemed to constitute Fresh Office’s acceptance of the return of the goods for credit or any other purpose.