TERMS AND CONDITIONS OF TRADING (2014) – JPS MARKETING (AUST) PTY LTD

  1.  Where a credit facility has been approved, payment is due in FULL on the 20th of month following date of invoice. In the event of non payment, credit facility can be withdrawn or cancelled without notice and any orders/indents can be cancelled. JPS Marketing (Aust) Pty Ltd (“JPS”) will be under no obligation to accept orders when credit has been withdrawn.
  2. Any expenses, costs or disbursements incurred by JPS in recovering any outstanding monies, including debt collection agency or legal fees, shall be recoverable from the Purchaser. If the account is more than 30 days past the due date, JPS shall be entitled to charge the Purchaser interest on any outstanding payment at the rate of 2% per month from the date of invoice.
  3. Title and Security:
    3.1 Title in the goods does not pass to the Purchaser until JPS receives payment in full.3.2 To protect JPS’ security interest in the goods until payment is received, JPS may choose to register the agreement between JPS and the Purchaser under the Personal Properties Securities Act 2009. The Purchaser agrees to do all things necessary to facilitate such registration.

    3.3 Upon default in payment, the Purchaser irrevocably permits JPS, or any person authorised by JPS in writing upon reasonable notice, to enter the Purchaser’s premises or the premised where the goods are reasonably believed to be held on the Purchaser’s behalf. The Purchaser also agrees to indemnify and hold JPS harmless for all reasonable costs and expenses of recovery of the goods, and losses, if any, on their resale.

    3.4 The Purchaser agrees to sign documents or do all things necessary to perfect JPS’ rights under the agreement and appoint JPS as the Purchaser’s attorney to sign any document or do anything that may reasonably be required to enforce JPS’ rights on default.

  4. Pursuant to the provisions of the Privacy Act 1993, the purchaser authorises any person, agency or company to provide JPS with such information as may be required at any time in response to credit enquiries concerning any aspect of this trading account. The Purchaser authorises JPS to furnish to any third party details of this application being actioned and/or any subsequent details concerning credit enquiries. The Purchaser consents to JPS collecting any information as may be required to evaluate their credit worthiness. The Purchaser also consents to the passing of information to Credit Agencies or Debt Collection Agencies if the Purchaser fails to meet JPS’ financial commitment.
  5. Intellectual Property:5.1 Where JPS has followed a design or instruction furnished by or given by the Purchaser, the Purchaser shall indemnify JPS against all damages, penalties, costs and expenses of JPS or in respect of which JPS may become liable through any work required to be done in accordance with these instructions involving an infringement of a patent, trademark, registered design or common law right.

    5.2 Should JPS be required to match any shade or colour, a light and dark tolerance shall be allowed to such an extent as shall be agreed by JPS and the Purchaser at the time the standard colour is specified, and in the absence of any agreement a reasonable tolerance shall be allowed.

    The goods supplied will be to the quality and colour of samples. A degree of variation in quality and colour may occur but will be within industry tolerances.

    5.3 JPS shall not be liable for any loss or damage to moulds, dies, tools or materials supplied by the Purchaser to JPS for the purposes of fulfilling any contract.

    5.4 Printing plates, film, artwork and all other equipment for specific use in the manufacture of the goods (other than those supplied by the Purchaser) remain the property of JPS unless the cost thereof (including all development and costs relating thereto) have been fully recovered by JPS.

    5.5 All information prepared by JPS including, without limitation, customised pricing, proposals, electronic catalogues, details of improvements and cost reductions, is the intellectual property of JPS and cannot be copied, altered or distributed without JPS’s prior written consent. JPS will not be liable for any alterations made by the Purchaser.

  6. The risk of loss or damage to the goods from whatever cause arising, shall pass to the Purchaser, at the time of delivery to the address nominated by the Purchaser.
  7. The Purchaser holds all goods supplied by JPS for which JPS has not received full payment, in a fiduciary capacity for and on behalf of JPS, the Purchaser will not give possession of such goods to any other party.
  8. If the goods are sold by the Purchaser before JPS has received payment in full for those goods, the proceeds of such sale shall be held in trust for JPS.
  9. Contract and conditions of carriage are subject to the terms and conditions of the Supplier’s carrier in the case of direct delivery; or JPS’ carrier.
  10. First orders are C.O.D, unless prior arrangements made with JPS.
  11. All claims for shortages or credits must be made in writing within 7 days of receipt of goods.
  12. All disputes must be submitted in writing within 7 days of receipt of invoice. Any part of the invoice not disputed will be payable under the normal terms and conditions.
  13. JPS reserves the right to short supply or oversupply a product by 5%. The Purchaser will pay for any such oversupply at the unit price for the delivered good.
  14. Should circumstances beyond the control of JPS prevent or hinder delivery, JPS will be free from any obligation to deliver goods while such circumstances continue. Such circumstances beyond the control of JPS include, but are not limited to: strikes, lockouts, rebellions, fire, acts of God, shortages of raw materials, malfunctions or failures of computers or other information technology systems.
  15. While JPS endeavours to keep delivery dates, any delay of delivery, for any reason whatsoever, will not entitle the Purchaser to claim for any consequential loss or damage or to cancel, rescind or terminate the agreement.
  16. Placement of an order implies acceptance of these terms.