Terms + Conditions
Terms Of Trade
1. INTRODUCTION
1.1 Application of these Terms and Conditions.
These Terms and Conditions are incorporated into any contract between Impulse Print Management and customer for the supply of goods and/or services by Impulse Print to the customer.
1.2 Interpretation.
In these Terms and Conditions: “Additional Work” includes all work undertaken by Impulse Print Management as a consequence of the customer’s variation, alteration, or modification of its instructions in relation to the Order; “Business Day” means a day on which banks are open for general banking business in the State or Territory in which Impulse Print Management premises are located; “Estimate” means the estimate referred to in sub-clause 2.1
(b) (as amended in accordance with clause 2.4); “Freight Costs and Charge” includes all costs and expenses incurred by Impulse Print Management in removing the Goods from its premises, whether by way of actual or attempted delivery to the customer or otherwise; “Goods” means all present and after acquired goods produced by Impulse Print Management under an Order; “GST” means Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth); “Interest Rate” means a rate 2% higher than the Cash Target Rate as fixed by the Reserve Bank of Australia; “Order” means the work required to be done in order to fulfil the customer’s instructions; “Preliminary Work” means any and all work performed by Impulse Print Management at the customer’s express or implied request, the performance of which work was necessary to enable the Order to be commenced and which work was not within the reasonable contemplation of Impulse Print Management at the time when Impulse Print supplied the Estimate; “Impulse Print Management’s Charge” refers in each case to the standard or usual fee charged by Impulse Print from time to time in respect of the Order; “Quote” means the quote described in clause 2.1.
1.3 General.
In these Terms and Conditions, unless the context otherwise requires:
(a) the singular includes the plural and vice versa;
(b) a reference to a clause is a reference to a clause of these Terms and Conditions;
(c) a reference to a party to these Terms and Conditions or any other document or arrangement includes that party’s executors, administrators, successors, and permitted assigns;
(d) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(e) a reference to a period of time (including, without limitation, a year, a quarter, a month, and a day) is to a calendar period.
1.4 Headings.
In these Terms and Conditions, headings are for convenient reference only and do not affect interpretation.
1.5 Business Day.
If the day on which any act, matter, or thing is to be done under this agreement is not a Business Day, that act, matter, or thing:
(a) if it involves a payment other than a payment which is due on demand, must be done on the preceding Business Day; and
(b) in all other cases, may be done on the next Business Day.
2. QUOTES
2.1 Impulse Print Management to supply quote.
Impulse Print Management may if, requested by the Customer, give the customer a quote specifying:
(a) the work required to be done in order to fulfill the customer’s instructions; and
(b) an estimate of Impulse Print’s charge for the performance of such work.
2.2 Acceptance by customer.
Where Impulse Print Management has given the customer a Quote:
(a) Impulse Print need not commence work until the Quote has been accepted by the customer.
(b) The customer may accept the Quote by instructing (orally or in writing) Impulse Print to commence work.
(c) Acceptance by the customer of the Quote, whether express or implied, will constitute acceptance by the customer of these Terms and Conditions.
2.3 Quote evidence of instructions.
If the Quote is accepted by the customer, the subject of the quote (the work) shall be carried out and the customer shall pay for the work in accordance with the Quote and these Terms and Conditions.
2.4 Impulse Print Management may revise Estimate.
Impulse Print may amend the Estimate before the Order has been completed to take into account any rise or fall in the cost of performing the Order and Impulse Print shall notify the customer of such amendment as soon as practicable thereafter. Upon Impulse Print giving the customer notification of such amendment such amended estimate shall be and be deemed to be the Estimate for the purposes of these Terms and Conditions.
3. CHARGES
3.1 Invoice.
Subject to clause 5.3, when the Order has been completed, Impulse Print Management will issue an invoice to the customer for the amount of the Estimate or, if no Estimate was made, for an amount representing Impulse Print’s Charge for the work done in filling the Order, and for any of the other charges specified in clause 3.2.
3.2 Additional Charges.
In addition to the amount of the Estimate, or where no Estimate was given, in addition to the amount representing Impulse Print managements charge for the work done, Impulse Print may charge to the customer:
(a) fees for any preliminary work performed at the customer’s request;
(b) fees for additional work required to be done as a result of the customer changing his, her, or its instructions;
(c) fees for having to work from poor copy;
(d) fees for work which involves tables or foreign language and which was not notified to Impulse Print before the Quote was prepared;
(e) fees for additional work required to be done as a result of author’s corrections, including repagination or reformatting;
(f) fees and other charges for work required to be done urgently, including any overtime costs;
(g) fees for handling or storing material or equipment supplied by the customer for the purposes of the Order;
(h) fees for changing or correcting, in order to ensure that the Goods are properly produced, any plates, film, bromides, artwork or any document including computer files supplied for the purposes of the Order by the customer;
(i) freight costs and charges;
(j) other charges, fees or disbursements referred to in these Terms and Conditions and not specified in this clause.
4. DELIVERY
4.1 Notification.
Impulse Print Management shall notify the customer when the Goods are ready for collection.
4.2 Collection.
The customer must collect the Goods from Impulse Print Managements premises upon being notified by Impulse Print that the Goods are ready for collection. If Impulse Print agrees to deliver the Goods the customer shall bear all freight costs and charges of such delivery.
4.3 Rejection.
Subject to clause 7.1 the customer may only reject the Goods if they do not comply with the customer’s instructions. If the customer wishes to reject the Goods, the customer must notify Impulse Print Management of the rejection:
(a) if Impulse Print agrees to deliver the Goods to the customer’s premises –within 7 days of delivery (or such other time as is mutually agreed);
(b) otherwise – within 7 days of notification that the Goods are ready for collection (or such other time as is mutually agreed).
4.4 Risk.
The risk in the Goods passes to the customer:
(a) if Impulse Print delivers the Goods to the customer’s premises – at the time of delivery;
(b) otherwise – at the time Impulse Print notifies the customer that the Goods are ready for collection.
If the customer is entitled to reject the Goods and rejects the Goods in accordance with these Terms and Conditions, risk reverts to Impulse Print at the time the customer notifies Impulse Print that the Goods are rejected.
5. PAYMENT
5.1 Time for payment.
Payment shall be COD unless otherwise stated in writing.
5.2 Method of payment.
Payment for the Order is to be made by the customer by EFT, cash, cheque, or any other form of payment as agreed by Impulse Print Management and the customer. Unless otherwise stated, all payments shall be in Australian Dollars.
5.3 Interest.
Impulse Print may charge interest at the Interest Rate on amounts not paid within the time specified in clause 5.1.
5.4 Advance and progress payments.
(a) Impulse Print Management may issue an invoice for the amount of the Estimate before commencing the Order where Impulse Print has not previously carried out work for the customer or where Impulse Print considers it otherwise prudent to do so;
(b) Impulse Print Management may, in the event that Impulse Print is of the view that completing the Order will take more than a month, at any time before the Order is completed, issue one or more invoices for a proportion of the amount of the Estimate (the proportion to be at the Impulse Print’s discretion) and require that proportion of the Estimate to be paid in advance of any further work being done.
(c) If the Order is suspended for more than 30 days at the request of the customer or as a result of something for which the customer is responsible, Impulse Print may issue an invoice for a particular sum (to be specified by Impulse Print) for the work already done and for other costs incurred by Impulse Print (such as storage costs).
6. NON-PAYMENT
6.1 Damages.
The customer must pay to Impulse Print management any costs, expenses, or losses incurred by Impulse Print as a result of the customer’s failure to pay Impulse Print all sums outstanding from the customer to Impulse Print (including, without limiting the generality of the obligation set out in this clause, any debt collection and legal costs).
6.2 Retention of title.
(a) Until the customer has paid all amounts outstanding in relation to the Goods and any other goods supplied by Impulse Print to the customer, title and property in the Goods shall not pass from Impulse Print to the customer.
(b) If the Goods are in the customer’s possession, the customer shall hold the Goods as trustee for Impulse Print and must store the Goods so that they are clearly identifiable as the property of Impulse Print.
(c) Impulse Print may call for and recover possession of the Goods (for which purposes Impulse Print Management employees or agents may enter the customer’s premises and take possession of the Goods without liability to the customer) and the customer must deliver the Goods to Impulse Print if so directed by Impulse Print Management.
(d) The customer may, in the ordinary course of the customer’s business, sell the Goods to a third party but:
(i) the proceeds of sale to the third party shall be held by the customer as trustee for Impulse Print and the customer shall account to Impulse Print for those sums; and
(ii) if Impulse Print requires, the customer shall assign to Impulse Print the customer’s claim against the third party and shall execute all documents necessary to effect that assignment.
6.3 General lien.
Impulse Print Management shall, in respect of all sums owed by the customer to the Impulse Print hereunder, have a general lien on all property of the customer in Impulse Print’s possession and may, after 14 days’ notice to the customer, sell that property and apply the proceeds (net of any sale costs) in satisfaction of all or any part of the sums owed. In the event that any of the customer’s property held by Impulse Print as aforesaid enjoys copyright protection in favour of the customer, the customer hereby grants Impulse Print a licence to exercise the rights conferred on Impulse Print under this clause.
7. LIABILITY
7.1 Proofs.
If Impulse Print Management submits to the customer a proof of the Goods Impulse will not be responsible for any errors in the Goods which appeared in the proof and which were not corrected by the customer before the Order was completed.
7.2 Non-excludable Rights.
The parties acknowledge that, under applicable State and Commonwealth law, certain conditions and warranties may be implied in these Terms and Conditions and there are rights and remedies conferred on the customer in relation to the provision of the Goods or services which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”).
7.3 Disclaimer of Liability.
Impulse Print Management disclaims all conditions and warranties expressed or implied, and all rights and remedies conferred on the customer, by statute, the common law, equity, trade, custom or usage or otherwise, and all those conditions and warranties and all those rights and remedies are excluded other than any Non-excludable Rights. To the extent permitted by law, the liability of Impulse Print for a breach of a Non-excludable Right is limited, at Impulse Print’s option, to the supplying of the Goods and/or any services again or payment of the cost of having the Goods and/or any services supplied again.
7.4 Indirect losses.
Notwithstanding any other provision of these Terms and Conditions, Impulse Print Management is in no circumstance (whatever the cause) liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the customer for: (a) any increased costs or expenses; (b) any loss of profit, revenue, business, contracts or anticipated savings; (c) any loss or expense resulting from a claim by a third party; or (d) any special, indirect or consequential loss or damage of any nature whatsoever caused by Impulse Print’s failure to complete or delay in completing the Order or to deliver the Goods.
7.5 Electronic data.
Without limiting the generality of the foregoing clauses, Impulse Print will not be liable to the customer for loss, however, caused, of any data stored on disks, tapes, compact disks, or other media supplied by the customer to Impulse Print.
7.6 Customer’s property.
Subject to clause 7.5, Impulse Print will not be liable for the damage, loss, or destruction of any property of the customer in Impulse Print’s possession unless the loss or damage is due to the failure of Impulse Print to exercise due care and skill in handling or storing the property.
7.7 Force Majeure.
Impulse Print will have no liability to the customer in relation to any loss, damage, or expense caused by Impulse Print’s failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of Impulse Prints normal suppliers to supply necessary materials or any other matter beyond Impulse Print’s control.
8. GENERAL MATTERS
8.1 Periodicals.
If the contract between Impulse Print Management and the customer relates to more than one issue of a periodical:
(a) Each issue will, for the purposes of these Terms and Conditions, be considered to be one Order.
(b) Subject to sub-clause
(c), a party may not terminate a contract to which these Terms and Conditions apply unless:
(i) in the case of periodicals published weekly or more frequently, that party has given 4 weeks’ notice of that party’s intention to terminate the contract;
(ii) in the case of periodicals published fortnightly or more frequently (but less frequently than weekly), that party has given 8 weeks’ notice of that party’s intention to terminate the contract;
(iii) in the case of periodicals published less frequently than fortnightly, that party has given 13 weeks’ notice of that party’s intention to terminate the contract.
(c) Notwithstanding sub-clause (b), Impulse Print may terminate the contract at any time if the customer is in breach of any provision of these Terms and Conditions relating to payment.
8.2 Alterations to style etc.
If, before the Quote is prepared, the customer does not give Impulse Print specific instructions in relation to style, type, or layout:
(a) Impulse Print may use any style, type, and layout which, in Impulse Print’s opinion, is appropriate; and
(b) Impulse Print may charge an additional amount for any additional work required to be done (including the production of additional proofs) as a result of the customer subsequently altering the style, type or layout used by Impulse Print.
8.3 Overset.
The customer must pay for overset matter (being matter produced on the customer’s instructions but not used in a publication for which it was intended). The customer may instruct Impulse Print to retain overset matter for future issues of the publication or to discard the overset matter.
8.4 Material supplied by customer.
If Impulse Print Management and the customer agree that the customer is responsible for supplying materials or equipment for the purposes of the Order:
(a) The customer must supply sufficient quantities of materials to allow for spoilage, such quantity to be specified by Impulse Print.
(b) Impulse Print will not normally count or check the materials and if requested by the customer to do so, may charge for counting or checking.
(c) Impulse Print will not be responsible for any defects in the Goods which are caused by defects in or the unsuitability of materials or equipment supplied by the customer. (d) Property in any materials supplied by the customer and incorporated into the Goods passes to Impulse Print at the time of incorporation.
8.5 Property left with Impulse Print Management.
If the customer leaves property in Impulse Print’s possession without specific instructions as to what is to be done with it, Impulse Print may, 12 months after gaining possession of the property, dispose of or sell the property and retain any proceeds of sale as compensation for holding and handling the property.
8.6 Responsibility to insure.
Impulse Print has no obligation to insure any property of the customer in Impulse Print’s possession. The customer must pay the cost of any insurance arranged by Impulse Print at the request of the customer.
8.7 Ancillary materials.
Unless Impulse Print Management and customer agree otherwise, drawings, sketches, paintings, photographs, designs, typesetting, dummies, models, negatives, positives, blocks, engravings, stencils, dies, plates or cylinders, electros, stereos, discs, tapes, compact discs, or other media or data and other material produced by Impulse Print Management in the course of or in preparation for performing the Order (whether or not in fact used for the purposes of performing the Order) are the property of Impulse Print.
8.9 Copyright.
(a) Copyright in all artistic and literary works authored by Impulse Print shall be the property of Impulse Print Management.
(b) The customer:
(i) warrants that the customer has copyright in or a licence to authorise Impulse Print to reproduce, all artistic and literary works supplied by the customer to Impulse Print for the purposes of the Order, and the customer hereby expressly authorises Impulse Print to reproduce all and any of such works for the purposes aforesaid;
(ii) hereby indemnifies and agrees to keep indemnified Impulse Print against all liability, losses or expenses incurred by Impulse Print in relation to or in any way directly or indirectly connected with any breach of copyright or of any rights in relation to copyright in such literary and artistic works supplied as aforesaid; and
(c) The customer is hereby granted a non-exclusive licence to use the copyright in any literary and/or artistic works authored by Impulse Print for the purposes of the Order. However, the exercise of such licence shall be conditional upon Impulse Print having received all monies due to Impulse Print under these Terms and Conditions.
8.10 Ideas.
The customer must keep confidential and not use any ideas communicated by the
8.11 No Waiver.
A power or right is not waived solely because the party entitled to exercise that power or right does not do so. A single exercise of a power or right will not preclude any other or further exercise of that power or right or of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.
8.12 Severability.
Any provision in these Terms and Conditions which is invalid or unenforceable in any jurisdiction must be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable. If that provision cannot be read down then it is capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
8.13 Governing law and jurisdiction.
These Terms and Conditions are governed by the law in force in the State or Territory in which Impulse Print Management premises are located and the parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions.
9. GOODS AND SERVICES TAX
9.1 All amounts are GST-inclusive amounts.
Unless otherwise stated, all amounts expressed or described in these Terms and Conditions are GST-inclusive amounts.
9.2 Out-of-pocket expenses are GST-inclusive.
All out-of-pocket expenses referred to in these Terms and Conditions are GST-inclusive out-of-pocket expenses.
9.3 Impulse Print Management to assist Customer.
Impulse Print will do all things reasonably available to it to assist the customer to claim on a timely basis any input tax credits (if any) the customer may be entitled to claim for any acquisition of goods and services from Impulse Print. This includes Impulse Print maintaining its registered status for GST purposes, and issuing tax invoices for supplies made under these Terms and Conditions on a timely basis as reasonably requested by the customer.
10. PERSONAL PROPERTY SECURITIES ACT
10.1 Security Interest.
The customer acknowledges and agrees that:
(a) these Terms and Conditions give rise to a security interest and constitute a security agreement for the purposes of the Personal Property Securities Act 2009, and
(b) the security interest is taken in all Goods previously supplied by Impulse Print to the customer (if any) and all Goods that will be supplied in the future by Impulse Print to the customer during the continuance of the parties’ relationship.
10.2 Undertaking.
The customer undertakes to:
(a) sign any further documents and/or provide any further information, such information to be complete, accurate, and up-to-date in all respects, which Impulse Print Management may reasonably require to register a financing statement on the Personal Property Securities Register;
(b) reimburse Impulse Print for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register;
(c) give Impulse Print not less than 14 days prior written notice of any proposed change in the customer’s name and/or any other change in the customer’s details.
10.3 Verification Statement.
The customer waives any rights to receive notice of any verification statement issued under the Personal Properties Securities Act.
11. DATA COLLECTION
Impulse Print collects personal information from customers during interactions driven by them via our website, hard copy forms, and telephone or in-person meetings so that we can provide them with the requested product or service. The information may also be used with customers inferred or express consent for marketing and promotional purposes.
The information collected includes customer name, company name, address, and contact details and will not be disclosed to any third parties without your knowledge or consent unless those third parties are acting as our agents. If you do not provide this information we may be unable to process your request.
Impulse Print aims to maintain the highest level of security across our own servers and we only work with reputable third-party providers who also maintain a high level of security with personal information collected and stored.