1. DEFINITIONS
1.1. “Colour Marketing” or “Colour Marketing Print” shall mean as Colour Marketing Co. Ltd., or any agents or employees thereof.
1.2. “Client” shall mean the Client, any person acting on behalf of and with the authority of the client, or any person purchasing products and services from Colour Marketing Co. Ltd.
1.3. “Goods and Services” shall mean all goods, products, services and advice provided by Colour Marketing Co. Ltd. to the Client and shall include without limitation all design, graphics and printing services and all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods and Services by Colour Marketing Co. Ltd. to the Client.
1.4. “Price” shall mean the cost of the Goods and services as agreed between Colour Marketing Co. Ltd. and the Client and includes all disbursements eg charges Colour Marketing Co. Ltd. pay to others on the Client’s behalf subject to clause 4 of this contract.
2. ACCEPTANCE AND CANCELLATION
2.1. Any instructions received by Colour Marketing Co. Ltd. from the Client for the supply of Goods and Services shall constitute a binding contract and acceptance of the terms and conditions contained herein.
2.2 Confirmation of Order: Where a client has been provided with a 'print-ready proof for viewing and subsequently confirms acceptance of that proof by email, fax or otherwise in writing, Colour Marketing will deem such acceptance to be confirmation of the order. Colour marketing will not be responsible for any errors in proof reading that the client may make.
2.3 Cancelled Orders: Where a client cancels an order after confirmation of the order but prior to any payment being made, the client will be liable for payment in full as if the order had not been cancelled. Where a client cancels an order prior to confirmation but where Colour Marketing has expended resources including time and/or the procurement of materials or product specific to that order the client will be liable to compensate Colour Marketing for all costs incurred and will otherwise protect Colour Marketing against any loss including loss of profit.
3. COLLECTION AND USE OF INFORMATION
3.1. the Client authorizes Colour Marketing Co. Ltd. to collect, retain and use any information about the Client, for the purpose of assessing the Client’s credit worthiness, enforcing any rights under this contract, or marketing any Goods and Services provided by Colour Marketing Co. Ltd. to any other party.
3.2. The Client authorizes Colour Marketing to disclose any information obtained to any person for the purposes set out in clause 3.1
3.3. Where the client is a natural person the authorities under clauses 3.1 and 3.2 are authorities or consents for the purposes of the Privacy Act 1993.
4. PRICE
4.1. Where no price is stated in writing or agreed to orally the Goods and Services shall be deemed to be sold at the current amount as such Goods and Services are sold by Colour Marketing Co. Ltd. at the time of the contract.
4.2. The price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and Services that is beyond the control of Colour Marketing Co. Ltd. between the date of the contract and delivery of the Goods and Services.
5. PAYMENT
5.1. Payment is due in full on the day an order is confirmed. Where a client has repeat business with Colour Marketing, and that client has demonstrated prompt payment on repeat business, Colour Marketing may, at its discretion, review and extend it's terms of credit to that client by allowing payment 7 or 14 days after confirmation of order or by the 20th of the month as the case may be.
5.2. Interest may be charged on any amount owing after the due date at the rate of 2.5% per month or part month.
5.3. Any expenses, disbursements and legal costs incurred by Colour Marketing Co. Ltd. in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitor’s fees or debt collection agency fees.
5.4. Receipt of a cheque, bill of exchanges, or other negotiable instrument shall not constitute payment until such negotiable instrument is paid in full.
6. QUOTATION
6.1. Where a quotation is given by Colour Marketing for Goods and Services:
6.1.1. Unless otherwise agreed the quotation shall be valid for thirty(30) days from the date of issue; and
6.1.2. The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary.
6.1.3. Colour Marketing Co. Ltd. reserves the right to alter the quotation because of the circumstances beyond its control.
6.1.4. Quotation are based on 'print-ready' files. We reserve the right to apply additional charges where more than 10 minutes work is required to achieve the artwork including graphics or text requested by the client.
6.2. Where Goods and Service are required in addition to the quotation the Client agrees to pay for the additional cost of such Goods and Services.
7. Proof Reading
Colour Marketing shall not be held liable for errors where a proof has been submitted to and approved by the customer. We shall not be liable for any indirect or consequential loss or damage to the customer or for any loss to the customer arising from third party claims occasioned by errors in carrying out the work. PLEASE READ YOUR PROOF CAREFULLY!
9.1. The goods and Services remain at Colour Marketing Co. Ltd. risk until delivery to the Client.
9.2. Delivery of Goods and Services shall be deemed complete when Colour Marketing Co. Ltd gives possession of the Goods and Services directly to the Client or possession of the Goods and Services is given to a carrier, courier, or others for purposes of transmission to the Client.
10. TITLE AND SECURITY (PERSONAL PROPERTY SECURITIES ACT 1999)
10.1. Title in any Goods and Services supplied by Colour Marketing Co. Ltd. passes to the Client only when the Client has made payment in full for all Goods and Services provided by Colour Marketing Co. Ltd. and of all other sums due to Colour Marketing Co. Ltd. by the Client have been paid in full, Colour Marketing Co. Ltd. has a security interest in all Goods and services.
10.2. If the Goods and Services are attached, fixed, or incorporated into any property of the Client, by way of any manufacturing or assembly process by the Client or any third party, title in the Goods and
10.3. Services shall remain with Colour Marketing Co. Ltd. until the Client has made payment for all Goods and Services, and where those Goods and Services are mixed with other property so as to be part of or a constituent of any new Goods and services, title to these new goods and Services shall deemed to be assigned to Colour Marketing Co. Ltd. as security for the full satisfaction by the client of the full amount owing between Colour Marketing Co. Ltd. and Client.
10.4. The Client gives irrevocable authority to Colour Marketing Co. Ltd. to enter any premises occupied by the Client or on which Goods and services are situated at any reasonable time after default by the Client or before default if Colour Marketing Co. Ltd. believes a default is likely and to remove and repossess any Goods and Services and any other property to which Goods and Services are attached or in which Goods and Services are incorporated. Colour Marketing Co. Ltd. shall not be liable for any costs, damages, expenses or losses incurred by the Client or any third party as result of this action, nor liable in contract or in tort or otherwise in any way whatsoever unless by statute such liability cannot be excluded. Colour Marketing may either resell any repossessed Goods and Services and credit the Client’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed Goods and Services and credit the client’s account with the invoice value thereof less such sum as Colour Marketing Co. Ltd. reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
10.5. Where Goods and services are retained by Colour Marketing Co. Ltd. pursuant to clause 8.3 the Client waives the right to receive notice under s.120 of the Personal Property Securities ACT 1999(“PPSA”) and to object under s. 121 of the “PPSA”.
10.6. The following shall constitute defaults by the Client.
10.6.1. None payment of any sum by the due date.
10.6.2. The Client intimates that it will not pay any sum by the due date.
10.6.3. Any Goods and services are seized by any other creditor of the Client or any other creditor intimates that it intends to seize goods and Services.
10.6.4. Any Goods and Services in the possession of the Client are materially damaged while any sum due from the Client to Colour Marketing Co. Ltd. remains unpaid.
10.6.5. The Client is bankrupted or put into liquidation or a receiver is appointed to any of the Client’s assets or a landlord distrains against any of the Client’s assets.
10.6.6.
A Court judgment is entered against the Client and remains unsatisfied for seven (7) days.
10.6.7. Any material adverse change in the financial position of the Client.
11. DISPUTES AND RETURN OF GOODS
11.1. No claim relating to the Goods and services will be considered unless made within seven (7) days of delivery.
11.2. No Goods will be accepted for return without the prior consent of Colour Marketing Co. Ltd. Any Goods accepted for return will be repaired, replaced or reprinted at the sole discretion of Colour Marketing Co. Ltd.
12. LIABILITY
12.1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Colour Marketing Co. Ltd. Which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Colour Marketing Co. Ltd. Colour Marketing Co. Ltd’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.
12.2. Except as otherwise provided by clause 10.1 Colour Marketing Co. Ltd. Shall not be liable for :
12.2.1. Any loss or damage of any kind whatsoever, arising from the supply of Goods and Services by Colour Marketing Co. Ltd. to the Client, including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort(including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Goods and Services provided by Colour Marketing Co. Ltd. to the Client; and
12.2.2. The Client shall indemnify Colour Marketing Co. Ltd. against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Colour Marketing Co. Ltd. or otherwise, brought by any person in connection with any matter, act, omission, or error by Colour Marketing Co. Ltd. its agents or employees in connection with the Goods and Services.
13. COPYRIGHT AND INTELLECTUAL PROPERTY
13.1. Colour Marketing Co. Ltd. owns and has copyright in all designs, ideas, drawings, documents, specifications, electronics images and software produced by Colour Marketing Co. Ltd. in connection with the Goods and Services provided pursuant to this contract and the client may use the Goods and Services only if paid for in full and for the purpose for which they were intended and supplied by Colour Marketing Co. Ltd.
14. PERSONAL GUARANTEE OF COMPANY DIRECTORS OR TRUSTEES
14.1 If the Client is a company or trust, the director(s) or trustee(s) signing this contract, in consideration for Colour Marketing Co. Ltd. agreeing to supply Goods and Services and grant credit to the Client at their request, also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Colour Marketing Co. Ltd. the payment of any and all monies now or hereafter owed by the Client to Colour Marketing Co. Ltd. and indemnify Colour Marketing Co. Ltd. against non-payment by the Client. Any personal liability of a signatory hereto shall not exclude the Client in any way whatsoever from the liabilities and obligations contained in this contract. The signatories and client shall be jointly and severally liable under the terms and conditions of this contract and for payment of all sums due hereunder.
15. MISCELLANEOUS
15.1. Colour Marketing Co. Ltd. shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
15.2. Failure by Colour Marketing Co. Ltd. to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations Colour Marketing Co. Ltd. has under this contract.
15.3. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
