THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO EACH AGREEMENT FOR THE SALE OF GOODS AND/OR THE SUPPLY OF SERVICES:
Costs Clause: The Customer is liable for all reasonable expenses (including contingent expenses such as debt collection commisision) and legal costs (on a full indemnity basis) incurred by Cheerbox Pty Ltd “Trading as Flexe Group” for enforcement of monies due from the Customer to Cheerbox Pty Ltd “Trading as Flexe Group”.
We now have a credit management company – Forster Mercantile Collections looking after any overdue invoices. If your invoice is overdue it will be referred for collection and additional charges will be levied against your debt. Please pay all invoices on time to avoid complications and any extra charges.
1. DEFINITIONS AND INTERPRETATIONS
- “Seller” shall mean Cheerbox Pty Ltd “Trading as Flexe Group”
- “Buyer” shall mean the Buyer named on any quotation, invoice, purchase order, or any other documentation produced in relation to an agreement for the supply of Goods and/or Services, or any person acting on behalf of and with the authority of the Buyer.
- “Price” shall mean the cost of the Goods/Services as agreed between the Seller and the Buyer subject to clause 5 hereof.
- Goods” shall mean all Goods supplied by the Seller to the Buyer or ordered by the Buyer but not yet supplied and includes Goods described on any quotation, invoice, purchase order, or any other document including any recommendations and advice.
- “Services” shall mean all Services supplied by the Seller to the Buyer and includes Installation, and any other Services described on any quotation, invoice, purchase order, or any other document including any recommendations and advice.
- All transactions shall be governed by and construed in accordance with the laws of the State of Victoria.
- The Buyer submits to the jurisdiction of the Courts of the State of Victoria.
3. OFFER AND ACCEPTANCE
- Any request from the Buyer to the Seller for the supply of Goods/Services however made shall constitute acceptance of the terms and conditions contained herein.
- Where more than one Buyer has entered into an agreement with the Seller for the supply of Goods/Services, all Buyers shall be jointly and severally liable for all payments of the Price.
- These terms become binding upon acceptance, and may thereafter only be altered or revoked with the written consent of the Seller.
- Any changes to the Buyer’s details, including name, address, telephone, email, or any changes in ownership structure of the Buyer requires written notice of (10) days.
4. GOODS / SERVICES
- The Goods/Services are as described on any quotation, invoice, purchase order, or any other document provided to the Buyer by the Seller.
- Unless otherwise agreed in writing, the Buyer shall be responsible for obtaining all necessary approvals, permits, and or permissions in order for the Seller to fulfil its obligations.
- Unless otherwise agreed in writing, the Seller assumes no responsibility for electrical connection of illuminated signage.
- The Buyer agrees to pay the Seller the price of the Goods/Services upon practical completion of the work.
- The Price will be determined by the Seller’s quotation, or indicated on invoices, order forms, or any other documentation provided by the Seller to the Buyer.
- The Seller’s quoted price will be binding upon the Seller for a period of thirty (30) days after the date of the quotation.
- In the event that the Seller, or the Seller’s authorised agent, representative, contractor, or employee has not inspected the site, the Seller shall not be bound by any quotation for installation of the Goods.
- In the event that the Seller discovers that additional work is required which will cause the price to exceed the initial quote, the Seller will seek confirmation from the Buyer to proceed with the work.
- Any variation from the original agreed works or specifications may affect the Price, and any such variations to the Price will be shown on a quotation variation form. Payment for all variations must be made in full at the time of their completion.
- GST Conditions will apply to all goods purchased and services supplied.
6. PAYMENT TERMS
- In the event that the Buyer has been granted a credit account, the Buyer agrees to pay all amounts in full, within seven (7) days from the date of the invoice.
- At the Seller’s sole discretion, progress payments may be required during the course of completing the work. Any progress payment requested by the Seller must be paid in full prior to any further work being carried out.
- At the Seller’s sole discretion, a deposit of 50% of the quoted price may be required before the supply of any Goods or Services.
- Payment will be made by cash, cheque, direct deposit, or by any other method as may be agreed between the Buyer and the Seller.
- Payments by credit card shall incur an additional charge equal to the transaction fee imposed by the supplier of the credit facility.
- The Buyer shall be responsible for making any necessary arrangements to take delivery of the Goods and supplying the correct delivery address and time.
- Delivery of the Goods to any third party nominated by the Buyer (including carriers) is deemed to be delivery to the Buyer.
- The failure of the Seller to deliver shall not entitle either party to treat this contract as being cancelled.
- Should the Seller fail to deliver all or part of the Goods, the Seller shall not be liable for any loss or damage incurred by the Buyer, or any of the Buyer’s agents, customers, related companies, or contractors.
- Should the Seller need to arrange carriage for the Goods, any additional costs incurred by the Seller, including insurance shall be added to the Price, and will be due and payable on the agreed date for payment.
8. NOTIFICATION OF DEFECTS
- The Buyer shall inspect the Goods upon delivery and notify the Seller within seven (7) days of any alleged defects, or failure to fulfil the quotation. The Seller will be given access to any Goods within a reasonable time after delivery in order to inspect any alleged defects in the Goods.
- Should the Buyer fail to give such notification, the Goods/Services will be deemed to be in compliance with those ordered, and free from any defects whatsoever.
- Where the Seller has not manufactured the Goods, the Seller accepts no liability whatsoever, except for any workmanship associated with the supply of the Goods.
- The Seller hereby warrants that subject to the conditions of warranty as specified in clause 10 herein, all Goods supplied are covered by a thirty (30) day warranty against defects arising from workmanship or materials.
- Where the Seller has agreed in writing that the Buyer is entitled to claim under warranty, the Seller’s liability is limited to (at the Seller’s discretion), replacing or repairing the Goods.
- Any costs associated with the return of Goods for the purpose of a warranty claim shall be the responsibility of the Buyer.
10. CONDITIONS OF WARRANTY
- The Seller’s warranty will not be applicable in a situation where;
- The Buyer has failed to follow instructions supplied by the Seller in relation to proper use of the Goods.
- The Goods have been used in a manner other than their original intended use.
- Installation of the Goods has not been carried out by persons recognised by the Seller as being trained and accredited to install the Goods.
- The Goods continue to be used after any fault or defect has become known to the Buyer, or would have become known to a reasonable person.
- The defect or fault has occurred from reasonable wear and tear in use.
- The defect or fault has occurred as a result of circumstances beyond the control of either the Buyer or the Seller.
- The Seller accepts no responsibility for loss or damage to the Buyer, financial or otherwise, arising from a delay in the time taken for the Seller to replace or repair any Goods covered by the warranty.
- The warranty will become void if any maintenance or alteration is made to the Goods without the Seller’s knowledge and consent.
11. BUYER’S DISCLAIMER
- The Buyer hereby disclaims any right to cancel the contract, or to seek compensation for loss or damages arising from any misrepresentation made to the Buyer by the Seller, or any related corporations of the Seller, and their respective officers, employees, agents and contractors.
- The Buyer acknowledges that the Buyer buys the Goods/Services relying solely upon the Buyer’s own skill and judgement.
12. INTELLECTUAL PROPERTY
- Where any designs or specifications have been supplied by the Buyer for manufacture by Seller, the Buyer warrants that the use of those designs or specifications for the manufacture, assembly or supply of the Goods shall not infringe the rights of any third party.
- Where the Seller produces any design, pattern, or specification during the manufacture of the Goods, intellectual property in them remains with the Seller, and may only be reproduced or copied with the written consent of the Seller.
13. REGISTERED SECURITY
- The Buyer hereby charges in favor of the Seller all of the Buyer’s estate and interest in any land and in any other assets, whether tangible or intangible, in which the Buyer now has any legal or beneficial interest or in which the Buyer later acquires any such interest, with payment of all monies owed by the Buyer, and consents to the lodging by the Seller of a caveat or caveats which note its interest in that real property.
- The Buyer hereby agrees that if the Buyer should:
- As an individual, commit an act of bankruptcy; or
- As a company, pass a resolution for winding up or have a summons to wind up issued against it; or
- Become subject to any form of external administration; or
- Enter into an arrangement regarding outstanding payment with any of its creditors; or
- Allow any invoice to remain in arrears for a period of over thirty (30) days; all monies currently owed to the Seller shall become due and payable immediately, and the Seller shall have the right to terminate the supply of Goods and Services to the Buyer.
- Should the Buyer fail to pay any invoice when due, the Buyer will be responsible for any additional costs associated with recovery of all outstanding amounts, including but not limited to the costs of a solicitor, and any cost incurred by the Seller to its nominated collection agency.
- Interest on overdue accounts may be charged at a rate not exceeding the prevailing bank overdraft rate and the Buyer expressly undertakes to pay all such interest.
- The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
15. RETENTION OF TITLE
- Ownership, Property, and Title in all Goods shall remain vested in the Seller until the Buyer has paid all monies owing to the Seller for all Goods and/or Services provided
- The Seller may request in writing that the Buyer return the Goods or any part of them at any time until property in the Goods has passed to the Buyer.
- Should the Buyer fail to return the Goods to the Seller upon such notice, the Seller, without prejudice to any of its other rights and remedies under this agreement, reserves the right of entry to the Buyer’s premises or any other premises where the Goods may be stored, by its servants or agents for the purpose of recovering or re selling the Goods, and any cost incurred as a result of such action will be the responsibility of the Buyer.
16. UNPAID SELLERS’ RIGHTS
- If payment has not been received by the Seller when due, and the Seller has made a verbal or written demand for payment, and the Goods are in possession or control of the Seller, the Seller reserves the right to dispose of the Goods, and claim from the Buyer any loss arising as a result of such disposal.
- Notwithstanding retention of title as specified in clause 15 hereof, all risk passes to the Buyer upon delivery.
- If any of the Goods are damaged or destroyed prior to title in them passing to the Buyer, the Seller is entitled, without prejudice to any of its other rights and remedies under any agreement, to any insurance proceeds payable for the Goods.
- The Seller may cancel delivery of Goods/Services at any time before delivery by giving written notice to the Buyer.
- The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
- At the Seller’s sole discretion, the Buyer may cancel delivery of Goods/Services.
- In the event that the Buyer cancels delivery of Goods or Services, the Buyer shall be liable for any costs incurred by the Seller up to the time of cancellation, including but not limited to any re stocking fees incurred by the Seller.
19. LIMITATION OF LIABILITY.
- The liability of the Seller to the Buyer for any reason related to the performance of the Goods/Services under this agreement shall be limited to the amount paid or payable by the Buyer to the Seller for such Goods/Services.
- The Seller accepts no liability for Goods manufactured based on measurements and specifications supplied by the Buyer, and the Buyer shall be responsible for any additional costs associated with alteration of the Goods.
20. PRIVACY ACT 1988
- The Buyer hereby gives consent to the Seller obtaining a personal credit report to collect overdue payment on commercial or consumer credit (Section 18K (1) (h) Privacy Act 1988).
- The Buyer agrees that Individual Data provided may be used and retained by the Seller for the following purposes and for other purposes as agreed to between the Buyer and Seller or required by law from time to time:
- Provision of Goods/Services
- Marketing of Goods/Services by the Seller, its agents, distributors, or contractors.
- Assessing the credit worthiness of the buyer in relation to extending credit.
- Exchanging of information with a credit reporting agency or trade reference named by the Buyer.
- Processing of any payment instructions, direct debit facilities and/or credit facilities requested by buyer.
- Collection of amounts outstanding in the Buyer’s account by the Seller’s nominated Collection agent or solicitor.
21. GOVERNMENT APPROVALS
- The Buyer is responsible, at the Buyer’s own cost, for arranging all licences, government consents, and approvals which may be required for the performance of any works under any agreement.
22. THE COMMONWEALTH TRADE PRACTICES ACT 1974 AND FAIR TRADING ACTS
- The warranties, conditions, rights and remedies of the Buyer as outlined in the Commonwealth Trade Practices Act 1974 and the relevant Fair Trading Act in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
- The Seller assumes no responsibility for changes in the laws of Victor1a, or the Commonwealth of Australia which may affect the supply of Goods/Services.
- The Seller may sub-contract part or all of its obligations under this agreement without the Buyer’s consent.
- The Seller reserves the right to review these terms and conditions at any time, and if any changes are deemed necessary, the Buyer will be advised of such changes upon them being made and they shall thereupon immediately become binding upon the Buyer.
- Neither the Seller nor the Buyer shall be liable for any breach of any provisions of any contract arising from an act of God, natural disaster, terrorism, war, or any other occurrence beyond the control of either party.
- If any Terms or Conditions contained in this document are found to be unenforceable for reasons of invalidity or illegality, the remaining provisions shall not be affected in any way whatsoever.
24. GENERAL PRINT
- Cheerbox Pty Ltd “Trading as Flexe Group” takes no responsibility for and is not liable for the following:
- errors in a client’s file, which include but are not limited to: font issues, colour problems, inferior image quality, image resolution, text/spelling mistakes, overprinting issues set by the client, bleed, lines or fonts too thin to print correctly, copyright images.
- duplicate orders by the customer
- incorrect shipping address supplied
- undelivered packages/ delivery attempts
- damage to the products after delivery to you
- delivery delays due to improperly prepared files
- incorrect dimensions, image orientation or file submission in non accordance with Cheerbox Pty Ltd “Trading as Flexe Group” file suppling specifications
- errors in user-selected product types, size, finishing options, stock types, quantities.
- design or colour selection issues in files created or supplied by the client
- errors in file layout for folding, scoring, hold drilling, die cutting or other finishing or custom servicesCheerbox Pty Ltd “Trading as Flexe Group” will not be liable for any of these issues unless a hardcopy proof has been requested and paid for by the client whereby the final product differs from the signed approved hardcopy and was not apparent in the hardcopy proof.
- All prints will be output in CMYK inks only unless specified by Cheerbox Pty Ltd “Trading as Flexe Group” and/or a custom quotation has been made.Cheerbox Pty Ltd “Trading as Flexe Group” will endeavour do its best to ensure constant colour reproduction and matching as closely as possible to Pantone colours. Please not that all screens and monitors are calibrated differently therefore sometimes the colour on your computer screen may not look the same as the printed product. To ensure the closest representation to your desired colour we encourage you to choose your colours from the Pantone colour chart and convert them to CMYK.
- Production time and delivery time can vary depending on the type of product and the quantity required. We will always endeavour to get your job into production and delivered to you in the shortest possible time.
- If you discover any problems or errors in your printed product where Cheerbox Pty Ltd “Trading as Flexe Group” is at fault, please contact us as soon as possible so that we can investigate and solve the problem as quickly as possible. An email with an explanation and photo evidence is required. Cheerbox Pty Ltd “Trading as Flexe Group” reserves the right to request the return of some or all of the original order before reprinting or issuing a refund.If we determine that Cheerbox Pty Ltd “Trading as Flexe Group” is 100% at fault, we will reprint the part or full order if required at no cost to you.Cheerbox Pty Ltd “Trading as Flexe Group” will not be liable for any defects, shortages, damage or non-compliance with the specifications of the order unless the client notifies Cheerbox Pty Ltd “Trading as Flexe Group” in writing with full details within 7 business days of delivery of the goods.
- If you discover a fault in your files after they have been submitted for production, please notify us as quickly as possible so that we may be able to stop it from production before it is printed. In cases where the job is already in production, part or all of the print cost will not be refundable.In the case where the job has not gone into production yet, a re-submit fee of $10 (which covers the cost of verification and admin fees), plus any costs involved with modifications done by Cheerbox Pty Ltd “Trading as Flexe Group” which will be discussed at that time.
- Cheerbox Pty Ltd “Trading as Flexe Group” reserves the right to refuse or deny printing of certain material which it finds offensive, racist, sexist, homophobic, anti-social, that promotes terrorism, vandalism, hate and violence.
- In certain circumstances where a correction needs to be made to the files either requested by the client or for printing purposes, Cheerbox Pty Ltd “Trading as Flexe Group” will communicate with the client the reasons why, the costs involved and the option for the client to make the modification themselves and re-submit the file to Cheerbox Pty Ltd “Trading as Flexe Group”.At this point the client can decide to cancel the order with a full refund minus verification and administration fees of $10, or proceed by either supplying a new file along with paying the re-submit fee of $10 (which covers the cost of verification and admin fees), plus any costs involved with modifications done by Cheerbox Pty Ltd “Trading as Flexe Group” which will be discussed at that time.
- The client acknowledges that there will be slight variations in the colour of the job from the computer screen to the final product, during the printing process and from job to job. The client also acknowledges that trimming may vary up to 1mm each way from the trim lines on the artwork.These variations do not constitute a fast in the print job.
- Due to the nature of printing and depending on the complexity of the job, Cheerbox Pty Ltd “Trading as Flexe Group” shall not be liable for delivering non-exact quantities with larger runs.We will endeavour to deliver the correct quantities to the client, but the client must acknowledge that in some cases there may be a few sheets short or overs supplied. At Cheerbox Pty Ltd “Trading as Flexe Group” sole discretion, in a case where the order may be slightly short, will be either a refund of monies paid for the shortage on a pro rata basis or a re-print of the shortage quantity to be undertaken by Cheerbox Pty Ltd “Trading as Flexe Group” within a reasonable period of time. Overs will not be charged to the client.
- The pricing on Cheerbox Pty Ltd “Trading as Flexe Group” website or quotation unless otherwise stated does not cover the cost of a hard copy proof if so requested by the client.In the event where a client requires a hard copy proof, it must be requested at the time of the order being placed and will incur a proof and delivery fee determined by Cheerbox Pty Ltd “Trading as Flexe Group” which will be communicated to the client before being processed. The fee will be payable before the proof is sent to the client.
- Where a client provides supplies or used its own images, fonts, information or text, the client warrants that they own the material or have permission to use the material for print. The client understands that they are liable for any copyright or licence issues that may occur if they fail to do so.
- Cheerbox Pty Ltd “Trading as Flexe Group” remains the owner of any and all of Cheerbox Pty Ltd “Trading as Flexe Group” own material, including print, digital material, data or information. The client must not copy or disclose any of Cheerbox Pty Ltd “Trading as Flexe Group” materials or intellectual property to any third party with the express written consent of Cheerbox Pty Ltd “Trading as Flexe Group”.
- All custom design orders will include 2 corrections and changes included in the price unless otherwise agreed upon in the accepted quotation.Any subsequent changes or corrections will incur extra charges on top of the accepted quotation.
- All custom design projects must be printed at Cheerbox Pty Ltd “Trading as Flexe Group” before any print ready files will be handed over to the client.
25. Mounting and Removing
- It is up to you to determine whether the wall or surface to which you will mount or hang the product is suitable and whether removal of the product will cause any damage to the wall or surface. Before mounting or hanging the product, you should first sample test whether the wall or surface is peeling, deformed, rendered or similar and if so, you should not use the products on that wall or surface. Product samples are available by emailing admin @ flexe.com.au or via our website www.flexe.com.au
- Do not use household cleaners to clean the walls or surfaces to which the products are to be applied as such cleaners may leave behind a thin layer of residue that could affect the adhesive nature of this product. We suggest that you clean the surface slightly with isopropyl rubbing alcohol and let dry.
- Caution: do not use the products with delicate or paper wallpaper surfaces. You should not use the products on walls or surfaces of antiques, heirlooms or other valuable or irreplaceable items. Removal of the product from some painted walls and surfaces can cause paint to be removed from that wall or surface in certain instances. As noted above, we suggest you sample test a section of the wall or surface as we will not be liable to you in any way for damage to paint on a wall or surface caused by the adhesion or removal of the product.
- We will not be liable for any loss or damage arising from incorrect use of the product (including whether direct, indirect, special, incidental or consequential) or for any damage to walls or surfaces resulting from applying or removing the product.
26. REPRINT AND RETURNS
- Reprinting of defective products may be an option if feasible. For this to occur, you must return the full quantity of the defective goods. Production lead-times of reprints would stay the same with no artwork changes being permitted.
- If there are no special reasons for return, then returned items will not be accepted.
- Only the same payment method or bank account that was used to make payment will be accepted to issue a refund. This will need to be approved by Cheerbox Pty Ltd “Trading as Flexe Group” and will be processed within 14 days.
28. DESIGN SERVICE
- The quicker and easier it is to communicate with you, the quickerCheerbox Pty Ltd “Trading as Flexe Group” will be able to process your order. Please be as responsive as possible in order to ensure that we can minimise delays. Depending on the service, there will be different feedback deadlines. Failure to meet these may delay the order. If no feedback is received within 7 days Cheerbox Pty Ltd “Trading as Flexe Group” may cancel the order. You may be liable for costs we have incured before cancellation, if the costs were incurred at your instruction
- If you provide Cheerbox Pty Ltd “Trading as Flexe Group” with any text, images, designs, or other content for incorporation into the design service order, you agree to provide any and all necessary information claiming the right and authority to use such text, images, designs, or any other content provided and that use of such does not conflict with any trademark, copyright, or other right.
- Cheerbox Pty Ltd “Trading as Flexe Group” reserves the right to refuse to accept a design service order or to cancel design service order prior to completion at any time and for any reason.
- Cheerbox Pty Ltd “Trading as Flexe Group” reserves the right to use any designs and/or your finished design service project products as sample work for advertising, promotional and for internal purposes.
- Cheerbox Pty Ltd “Trading as Flexe Group” will not be liable for missed deadlines or delays and will not refund customers should there be a delay due to the design process, customers’ delay in approving proposals or communicating with Cheerbox Pty Ltd “Trading as Flexe Group” staff.
- All design delivery times are estimates. They can vary based on the order. Cheerbox Pty Ltd “Trading as Flexe Group” is not responsible for any late design service orders that may impact customers project timeline and/or printing.
- Once you have approved the final design, you agree that Cheerbox Pty Ltd “Trading as Flexe Group” is not responsible for any errors within the design, including spelling and grammatical mistakes.
29. DESIGN TEMPLATES/FINAL CHECK
- When preparing your own artwork or reviewing our design proposal, please carefully watch out for avoidable mistakes before you send/approve the artwork. This includes, but is not limited to:
- Spelling, spacing, grammatical errors;
- Damaged fonts;
- Transparency issues;
- Incorrect file uploads;
- Imperfect bleed or colour conversions;
- Low resolution graphics and images;
- User selected options such as size, quantity, and paper.
- Cheerbox Pty Ltd “Trading as Flexe Group” design team will do their best to be mindful of these issues but cannot take any responsibility for the above-mentioned issues.
- It is important to ensure foreign fonts or scripts (e.g. Chinese or Thai) are displayed correctly.