1.1 “Supplier” shall mean Entire report, its successors and assigns or any person acting on behalf of and with the authority of the Entire report Pty Ltd trading as Entire report. 1.2 “Client” shall mean the Client (or any person acting on behalf of and with the authority of the Client) as described on any quotation, work authorisation or other form as provided by the Supplier to the Client. 1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis. 1.4 “Goods” shall mean Goods supplied by the Supplier to the Client (and where the context so permits shall include any supply of Services, or Items, as hereinafter defined) and includes Goods and Services described on any invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Client. 1.5 “Items” shall mean items which are owned by the Client upon which the Supplier is to perform services (and where the context so permits shall include any supply of Goods as defined above). 1.6 “Services” shall mean all services supplied by the Supplier to the Client and includes any advice or
recommendations (and where the context so permits shall include any supply of Goods as defined above). 1.7 “Price” shall mean the price payable for the Goods as agreed between the Supplier and the Client in accordance with clause 3 of this contract.
2.1 Any instructions received by the Supplier from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by the Supplier shall constitute acceptance of the terms and conditions contained herein. 2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price. 2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are binding and can only be amended with the written consent of the Supplier. 2.4 The Client undertakes to give the Supplier at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.
3. Price And Payment 3.1 At the Supplier’s sole discretion the Price shall be either: (a) as indicated on invoices provided by the Supplier to the Client in respect of Goods supplied; or (b) the Supplier’s quoted Price (subject to clause 3.2) which shall be binding upon the Supplier provided that the Client shall accept the Supplier’s quotation in writing within seven (7) days. 3.2 The Supplier reserves the right to change the Price in the event of a variation to the Supplier’s quotation. 3.3 At the Supplier’s sole discretion a deposit may be required. 3.4 At the Supplier’s sole discretion: (a) payment shall be due on delivery of the Goods or supply of the Services; or (b) payment shall be due before delivery of the Goods or supply of the Services; or (c) payment for approved Clients shall be made in accordance with the Supplier’s payment schedule. 3.5 Time for payment for the Goods and Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice. 3.6 Payment will be made by cash, or by credit card, or by bank transfer, or by any other method as agreed to between the Client and the Supplier. 3.7 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4. Delivery Of Goods 4.1 At the Supplier’s sole discretion delivery of the Goods shall take place when: (a) the Client takes possession of the Goods at the Supplier’s address; or (b) the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are
delivered by the Supplier or the Supplier’s nominated carrier); or (c) the Client’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be
the Client’s agent. 4.2 At the Supplier’s sole discretion the costs of deliveryare
(a): in addition to the Price, or (b) for the Client’s account. 4.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery. 4.4 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement. 4.5 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions. 4.6 The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that: (a) such discrepancy in quantity shall not exceed five percent (5%); and (b) the Price shall be adjusted pro rata to the discrepancy. 4.7 The failure of the Supplier to deliver shall not entitle either party to treat this contract as repudiated. 4.8 The Supplier shall not be liable for any loss or damage whatever due to failure by the Supplier to deliver the Goods (or any of them) promptly or at all.
5. Risk 5.1 If the Supplier retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery. 5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries. 5.3 The Client agrees that the Supplier shall not be liable for replacing or repairing any Items supplied by the Client that are damaged during the embroidery process. 5.4 The Supplier reserves the right to refuse Client supplied Items that the Seller deems to be unsuitable for the
embroidery process. 5.5 The Client is responsible for ensuring their own Items are free from any defects and flaws prior to delivery to the Supplier.
6. Title 6.1 The Supplier and Client agree that ownership of the Goods shall not pass until: (a) the Client has paid the Supplier all amounts owing for the particular Goods, and (b) the Client has met all other obligations due by the Client to the Supplier in respect of all contracts between
the Supplier and the Client. 6.2 Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Goods shall continue. 6.3 It is further agreed that: (a) where practicable the Goods shall be kept separate and identifiable until the Supplier shall have received
payment and all other obligations of the Client are met; and (b) until such time as ownership of the Goods shall pass from the Supplier to the Client the Supplier may give notice in writing to the Client to return the Goods or any of them to the Supplier. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and (c) the Supplier shall have the right of stopping the Goods in transit whether or not delivery has been made; and (d) if the Client fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and (e) the Client is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for the Supplier; and (f) the Client shall not deal with the money of the Supplier in any way which may be adverse to the Seller; and (g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while
they remain the property of the Supplier; and (h) the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of
the Goods may not have passed to the Client; and (i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other
products, the parties agree that the Supplier will be the owner of the end products.