Terms and Conditions:
University of Western Sydney
Print Services Unit
Trading Terms and Conditions
1.1 Application of these Terms and Conditions
These Terms and Conditions are incorporated into any contract between the University of Western Sydney, a body corporate established under the University of Western Sydney Act 1997 (NSW), ABN 53 014 169 881, Great Western Highway, Werrington, NSW (UWS) and the Customer for the supply of Goods and/or Services by UWS to the Customer.
In these Terms and Conditions:
• "Additional work” includes all work undertaken by UWS 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 Australian state of New South Wales;
• Customer means the customer that places an Order with UWS ordering printing Goods and/or Services;
• "Freight costs and charge” includes all costs and expenses incurred by UWS in removing the Goods from its premises, whether by way of actual or attempted delivery to the Customer or otherwise
• Goods means the final goods produced by the Print Services Unit of UWS in accordance with the Order ;
• GST means A New Tax System (Goods and Services Tax) Act, 1999;
• Interest Rate means the aggregate of two per centum (2%) and the rate of interest expressed as a percentage per annum charged by the Commonwealth Bank of Australia from time to time on Overdraft Accounts exceeding One Hundred Thousand Dollars;
• Order means an online request through UWS’s online ordering system by the Customer for print Goods and/or Services;
• Price means the price referred to in sub-clause 2. 1(b) (as amended in accordance with clause 2. 4);
• Preliminary work means all and any work performed by UWS 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 UWS at the time when UWS supplied the Quote;
• Quote means the quote described in clause 2. 1.
• Services means the services in the Order agreed to be performed by the Print Services Unit of UWS.
• Work means the work required to be done in order to provide the Goods and/or Services to the Customer.
• UWS’s charge” refers in each case to the standard or usual fee charged by UWS from time to time in respect of the Goods or Services ;
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. a reference to a period of time (including, without limitation, a year, a quarter, a month and a day) is to a calendar period.
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.
2.1 UWS to supply quote
UWS will prior to commencing any Work, provide to the Customer a Quote specifying:
a. the Work required to be done in order to fulfill the Customer’ s instructions;
b. the Price of the Goods and/or Services which will be included in the Quote.
Subject to any express contrary provision in the Quote, Prices quoted apply only to contracts made within 14 days of the date of the Quote. After that, Prices quoted are subject to change without notice to reflect current prices.
2.2 Acceptance by Customer
Where UWS has given the Customer a Quote:
a. UWS may not commence work until the Quote has been accepted by the Customer placing an Order accepting the Quote;
b. A contract is made when the Customer accepts the Quote for UWS to supply the Goods or Services on the terms set out in the Quote by placing an Order.
c. Placement of an Order will constitute acceptance by the Customer of these Terms and Conditions applying to UWS providing the Goods or Services to the Customer set out in the Order.
2.3 Quote evidence of instructions
Subject to clause 2.4, the work the subject of the Quote shall be carried out by UWS and the Customer shall pay for the work in accordance with these Terms and Conditions.
2.4 UWS may revise Price
UWS may amend the Price to take into account any rise or fall in the cost of obtaining the Goods or performing the Services. UWS shall notify the Customer of such amendment as soon as practicable thereafter. Upon UWS giving the Customer notification of such amendment the Customer may accept the amended Price ,and the amended Price shall be and be deemed to be the Price for Goods or Services set out in the Customer’s Order. If the Customer rejects the amended Price, UWS will not be bound to provide the Goods and/or Services.
Subject to clause 5.3, when the Work has been completed, UWS will issue an invoice to the Customer for the amount of the Price for the Goods and Services, and for any of the other charges specified in clause 3. 2.
3.2 Additional Charges
In addition to the amount of the Price, in addition to the amount representing UWS’s charge for the work done, UWS 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 UWS 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 Work;
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; and
j. other charges, fees or disbursements referred to in these Terms and Conditions and not specified in this clause.
UWS shall notify the Customer when the Goods are ready for collection or been shipped.
The Customer must collect the goods from UWS’s premises within 7 days upon being notified by UWS that the Goods are ready for collection. If UWS agrees to deliver the Goods the Customer shall bear all freight costs and charges of such delivery.
Subject to clause 7 1, the Customer may only reject the Goods if they do not comply with the Goods described in the Quote. If the Customer wishes to reject the Goods, the Customer must notify UWS of the rejection:
a. if UWS 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).
The risk in the Goods passes to the Customer:
a. if UWS delivers the Goods to the Customer’s premises - at the time of delivery;
b. otherwise - at the time UWS 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 UWS at the time the Customer notifies UWS that the Goods are rejected.
5.1 Time for payment
a. An Order placed through UWS’s online ordering system must be paid in full by means of UWS’s credit card payment facility unless an alternative payment agreement has been agreed by UWS.
b. The Customer acknowledges and agrees that UWS may not commence production of a Customer’s Order placed through UWS’s online ordering unless full payment has been approved by the UWS credit card payment provider.
c. If UWS has previously agreed (in writing) to an alternative payment arrangement the Customer must, within 7 days of receiving an UWS invoice, pay to UWS the total amount set out in the invoice.
UWS may charge interest at the Interest Rate on amounts not paid within the time specified in clause 5.1.
5.3 Advance and progress payments
a. UWS may issue an invoice for the amount of the Price before commencing the Order where UWS has not previously carried out work for the Customer or where UWS considers it otherwise prudent to do so;
b. UWS may, in the event that UWS 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 Price (the proportion to be at UWS’s discretion) and require that proportion of the Price 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, UWS may issue an invoice for a particular sum (to be specified by UWS) for the work already done and for other costs incurred by UWS (such as storage costs).
The Customer must pay to UWS any costs, expenses or losses incurred by UWS as a result of the Customer’s failure to pay to UWS all sums outstanding from the Customer to UWS (including, without limiting the generality of the obligation set out in this clause, any debt collection and legal costs).
6.1 Retention of ownership
Until the Customer has paid all sums outstanding in relation to the Goods:
a. Title in the Goods shall not pass from UWS to the Customer.
b. If the Goods are in the Customer’s possession, the Customer shall hold the Goods as trustee for UWS and must store the Goods so that they are clearly identifiable as the property of UWS.
c. UWS may call for and recover possession of the Goods (for which purposes UWS’s 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 UWS if so directed by UWS.
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 UWS and the Customer shall account to UWS for those sums; and
ii. if UWS requires, the Customer shall assign to UWS the Customer’s claim against the third party and shall execute all documents necessary to effect that assignment.
6.2 General lien
UWS shall, in respect of all sums owed by the Customer to UWS hereunder, have a general lien on all property of the Customer in UWS’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 the printer as aforesaid enjoys copyright protection in favour of the Customer, the Customer hereby grants to UWS a license to exercise the rights conferred on UWS under this clause.
If UWS submits to the Customer a proof of the Goods UWS 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 of services which cannot be excluded, restricted or modified by agreement (“Non-excludable Rights”).
7.3 Disclaimer of Liability
UWS 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 UWS for a breach of a Non-excludable Right is limited, at UWS’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, UWS 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 UWS’s failure to complete or delay in completing the Order or to deliver the Goods and/or Services.
7.5 Electronic data
Without limiting the generality of the foregoing clauses, UWS 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 UWS.
7.6 Customer’s property
Subject to clause 7.5, UWS will not be liable for the damage, loss or destruction of any property of the Customer in UWS’s possession unless the loss or damage is due to the failure of UWS to exercise due care and skill in handling or storing the property.
7.7 Force Majeure
UWS will have no liability to the Customer in relation to any loss, damage or expense caused by UWS’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 UWS’s normal suppliers to supply necessary materials or any other matter beyond UWS’s control.
8. GENERAL MATTERS
If the contract between UWS and 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), UWS may terminate the contract at any time if the Customer is in breach of any of 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 UWS specific instructions in relation to style, type or layout:
a. UWS may use any style, type and layout which, in UWS’s opinion, is appropriate; and
b. UWS 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 UWS.
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 UWS to retain overset matter for future issues of the publication or to discard the overset matter.
8.4 Outside work
If UWS has to obtain goods (including typefaces, bromides, film, plates, ornaments or artwork) and/or services not normally stocked or supplied by UWS from a third party in order to carry out the Customer’ s instructions:
a. UWS will not be liable for any breach of these Terms and Conditions if that breach is a result of or is connected with the supply by the third party of such goods and/or services.
b. UWS acquires such goods and/or services as agent for the Customer and not as principal and will have no liability to the Customer in relation to the supply of those Goods and/or Services. Any claim by the Customer in relation to the supply of those goods and/or services must be made directly against the third party.
c. The Customer must pay for such goods and/or services.
d. Property in any such goods obtained from a third party and incorporated into the Goods passes to the printer at the time of incorporation.
8.5 Material supplied by Customer
If UWS 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 UWS.
b. UWS will not normally count or check the materials and if requested by the Customer to do so, may charge for counting or checking.
c. UWS 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 UWS at the time of incorporation.
8.6 Property left with UWS
If the Customer leaves property in UWS’s possession without specific instructions as to what is to be done with it, UWS 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.
8.7 Responsibility to insure
UWS has no obligation to insure any property of the Customer in UWS’s possession. The Customer must pay the cost of any insurance arranged by UWS at the request of the Customer.
8.8 Ancillary materials
Unless UWS 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 UWS 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 UWS.
a. Copyright in all artistic and literary works authored by UWS shall be the property of UWS.
b. The Customer:
i. warrants that the Customer has copyright in or a licence to authorise UWS to reproduce, all artistic and literary works supplied by the Customer to UWS for the purposes of the Order and the Customer hereby expressly authorises UWS to reproduce all and any of such works for the purposes aforesaid;
ii. hereby indemnifies and agrees to keep indemnified UWS against all liability, losses, claims or expenses incurred by UWS 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. UWS hereby assigns to the Customer all copyright in those Goods authored by UWS in filling the Order.
The Customer must keep confidential and not use any ideas communicated by UWS to the Customer without UWS’s written consent.
8.11 Electronic/magnetic media
All disks, tapes, compact disks or other media (other than media supplied by the Customer) used by UWS to store data for the purposes of completing the Order are the property of UWS. The Customer cannot require UWS to supply to the Customer any data so stored. In the event that UWS does supply any data so stored or created UWS may charge for supplying such data to the Customer.
8.12 Storage of electronic data
UWS will not be responsible for storing any data on disks, tapes, compact disks or other media when the Order has been completed. If UWS agrees to store such data, UWS may charge for doing so.
8.13 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.
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.
8.15 Governing law and jurisdiction
These Terms and Conditions are governed by the law in force in the State of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of the State of New South Wales 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 (GST)
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 UWS to assist Customer
UWS 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 UWS. This includes UWS 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.