Quotes
Orders
Support
Terms and Conditions
Standard Legal Obligations
- Introduction
- Definitions
- Order administration
- Sale price
- Delivery
- Acceptance
- Warranty
- Payments
- Customer default
- Liability
- Confidentiality
- Removal of labels
- Law
- Force majeure
1. Introduction
1.1 These Terms and Conditions govern the supply of Wizid Products and Services as defined herein subject to any other special agreements in writing between the parties. In the event of any conflict between these Terms and Conditions and the Terms and Conditions in any such special agreement, the latter shall prevail. No other terms and conditions will apply in any circumstances, unless first agreed in writing and signed by the authorised representative of both parties.
1.2 The waiver by either party of any breach of any term hereunder shall not prevent subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
1.3 Invalidity, illegality or unenforceability of any provision or clause herein shall not affect the validity, legality or enforceability of the remainder of these Terms and Conditions.
1.4 THE CUSTOMER HEREBY DECLARES THAT IT HAS ACCEPTED THE TERMS AND CONDITIONS HEREIN IN THE KNOWLEDGE THAT THE LIABILITY OF Wizid Trading Trust IS LIMITED TO THAT PROVIDED IN CLAUSE 10 AND THAT THE PRICES AND CHARGES PAYABLE HEREUNDER HAVE BEEN CALCULATED ACCORDINGLY.
2. Definitions
Products' shall mean:
2.1 Printed material produced relating to identification and ID solution products supplied e.g. Wristbands, Lanyards, Wallets and Tickets supplied by Wizid.
Services shall mean:
2.2 Artwork production services for Customer owned art production media stored at Wizid.
2.3 Artwork production i.e. Graphic design or computer finished art material copied onto tape, disk, CD Rom, chip media or uploaded onto Wizid website for electronic output etc supplied by Customer or by Wizid, checked and verified to masters supplied and verified by Customers.
3. Order administration
3.1 Where Wizid has provided the Customer with a quotation the same shall constitute an invitation to treat and shall remain valid for a period of 30 days from date of issue.
3.2 The Customer's order shall constitute an offer to Wizid and no Agreement in respect of any Product or Service shall come into being until Wizid has issued an Order Acceptance for the same.
4. Sale price
4.1 The Sale Price and any additional charges payable are in accordance with Wizid's standard scale of charges in force on the date of Agreement. Wizid shall be entitled at any time before the period of 30 days immediately preceding the Delivery Date to vary the Sale Price and any additional charges payable under this agreement to accord with any changes in Wizid's standard scale of charges and to give written notice of such variation to the Customer.
4.2 Any charges payable by the Customer under any Agreements in addition to the Sale Price shall be paid on the Delivery and Acceptance Date.
4.3 All charges payable by the Customer under any Agreement in addition to the Sale Price shall be paid on the Delivery and Acceptance Date.
4.4 All charges payments and fees are exclusive of Goods and Services Tax (GST) and any other Taxes and charges which Wizid may be required to pay. These will be added at the prevailing rate at the time an invoice is issued and applies only to sales made within Australia. All overseas purchases remain exclusive of GST.
4.5 Where the Customer requires Customer Support, this shall be the subject of a separate Agreement with order items chargeable at Wizid's then current rates.
5. Delivery
5.1 Delivery will be made at any address designated by the Customer at the cost and risk of the Customer. Wizid will schedule delivery for the time shown on the Order Acceptance. Delivery times may be postponed due to conditions beyond Wizid's reasonable control. Wizid will not be liable under any circumstances for late deliveries. Deliveries outside Australia will require separate agreements.
5.2 All risks of loss or damage to Wizid or Customer supplied Products are transferred to the Customer at time of shipment from Wizid. The Customer can elect to purchase transit insurance to cover risks up to time of delivery to the Customer's designated delivery address.
5.3 Title to Products and the benefits of services performed shall not pass until all prices, taxes and charges of Wizid have been paid in full by the Customer.
5.4 The Customer undertakes not to sell or otherwise part with possession of any Wizid supplied Product delivered hereunder prior to payment in full to Wizid.
5.5 Wizid reserves the right prior to delivery of the Wizid supplied product to substitute an alternative item of material for any items or items of material agreed to be supplied hereunder provided that such substitution will not materially affect the performance of such products and will not result in any increase in the Sale Price.
6. Acceptance
6.1 Acceptance takes place upon delivery unless Wizid is notified within 10 days from receipt of the Wizid supplied Products or Services by the Customer that the Products or Services do not confirm to Wizid's written specifications for the Product or Services provided.
7. Warranty
7.1 Wizid warrants that it has good title to all Wizid supplied Products delivered to the Customer hereunder and that it will repair or replace at its option all or part of any Product which during ("the warranty period") has been found by the Customer to be defective due to Wizid's workmanship or materials. The Customer agrees to ship defective part or Products pre-paid against a Wizid Return Authorisation Number with a statement of the defect alleged. Where Wizid finds that the defect exists, it will pay return charges, which will otherwise be the responsibility of the Customer.
7.2 It is a fundamental condition of this warranty that no unauthorised modifications to the Wizid supplied Product, have taken place during the warranty period.
7.3 EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS CLAUSE NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, PERFORMANCE, DURABILITY OR FITNESS FOR PURPOSE OF THE PRODUCTS IS GIVEN OR ASSUMED BY Wizid AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
8. Payments
8.1 Payment is due to Wizid on or before shipment, against invoice, except where the Customer has established a satisfactory credit arrangement with Wizid at the time of shipment. Under the terms of credit payment, the Customer shall pay the contract price within 30 days for all Wizid Products and other services.
8.2 If any sum payable is not paid within 7 days after the due date then (without prejudice to Wizid's other rights and remedies) Wizid reserves the right to charge interest on such sum on a day to day basis (as well as before any judgment) from the due date to the date of payment (both dates inclusive) at the rate of 4% above the sum payable for the time being in force.
8.3 Notwithstanding delivery and the passing of risk, the legal and beneficial ownership and the right of disposal of the Products, shall remain with Wizid until all fees and moneys owing to Wizid have been paid in full. Until the property in the above passes to the Customer pursuant hereto the Customer shall hold the Products or any part thereof in a fiduciary capacity for Wizid who shall be entitled to repossess or trace the same at any time.
8.4 The Customer's obligations to insure are not mitigated or removed by the effect of this clause.
9. Customer Default
9.1 If Wizid is prevented or delayed from performing its obligations under any Agreement by reason of any act or omission of the Customer, then the Customer will pay to Wizid all reasonable costs, charges and losses sustained or incurred by Wizid as a result (including without limitation the cost of storage and insurance of the Products). Wizid shall promptly notify the Customer in writing of any claim which it may have under the Clause giving particulars thereof as it is then able to provide.
10. Liability
10.1 Wizid will not be liable in contract or in tort or otherwise howsoever for any indirect or inconsequential loss or damage whatsoever arising directly or indirectly from or in connection with any defect in, failure of, or loss of use of the Products or the performance of any Agreement or any breach thereof by Wizid or otherwise, including without limitation any loss of or damage to or error in any artwork, data or other information in any medium produced for the use of the Products and which arises directly or indirectly as a result of or is attributable to any defect in or failure of the Products.
10.2 No warranty or condition express or implied, statutory or otherwise is given or is to be deemed to be given by Wizid that the Products or artwork services performed are compatible with any other Products upon which it may be used or suitable or sufficient for the Customer's purpose(s) or otherwise in relation to the Products or artwork services except as expressly set out herein.
10.3 Save as otherwise specifically provided in any Agreement Wizid's aggregate liability for loss or damage in respect of or arising out of or in any way whatsoever in connection with any Agreement or the performance of it or any breach of it or otherwise whatsoever in relation to it shall, for all purposes whatsoever, be limited to an amount equal to the amount of the Sale Price.
10.4 The customer acknowledges and agrees that the exclusions from and limitations of liability provided for in this clause are reasonable in the circumstances and that if they had not been included the Sale Price would have been materially increased.
11. Confidentiality
11.1 Each party shall treat as confidential all information obtained from the other pursuant to any Agreement and shall not divulge such information to any person (except to such party's own employees and then only to those employees who need to know the same) without the other party's prior written consent provided that this Clause shall not extend to information which was rightfully in the possession of such party prior to the commencement of the negotiations leading to an Agreement which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Clause) or which is trivial or obvious. Each party shall ensure that its employees are aware of and comply with the provisions of this Clause. If Wizid shall utilise the services of any manufacturer for the production of its Products or appoint any sub-contractor then Wizid may disclose confidential information to such manufacturer or sub-contractor. The foregoing obligations as to confidentiality shall survive any termination of this Agreement.
12. Removal of labels
12.1 The Customer shall not change, remove or obscure any labels, plates, insignia, lettering or other markings which are on the Products at the time of delivery thereof.
13. Law
13.1 These terms and conditions shall be governed by the laws of Australia and the state of New South Wales. The parties agree to submit to the exclusive jurisdiction of the courts exercising jurisdiction there.
14. Force majeure
14.1 If the performance of a contract or any obligations hereunder except the making of payments hereunder is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labour disputes, inability to procure or obtain delivery of parts, supplies or power, war or other violence any law, order, proclamation, regulation, ordinance, demand or requirement of any governmental agency, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided however that the party so affected shall take all reasonable steps to avoid or remove such cause of non-performance and shall resume performance hereunder with despatch whenever such causes are removed.