Terms & Conditions
In these conditions, the following terms shall have the
means THE PIN FACTORY and its subsidiaries.
means the customer of the Company.
means any contract for the sale of Goods by the Company
to the Customer.
means any goods forming the subject of this contract.
means the price as detailed on the Order Acknowledgement
means any verbal orders which are confirmed in writing by the Company by means of a verbal order interpretation form, signed purchase orders and letters whether sent by fax, post or e-mail confirmed in writing by the company by means of an Order Acknowledgement.
EXISTENCE OF CONTRACT
3.2 These conditions shall be incorporated in the Contract to the exclusion of any terms or conditions stipulated or referred to by the Customer.
3.3 No variation or amendment of this Contract or oral promise or commitment related to it shall be valid unless committed to writing and signed by or on behalf of all parties.
3.4 Acceptance of delivery of the Goods shall be conclusive evidence of the Buyers acceptance of these conditions.
which any quotation or Order Acknowledgement was issued. All orders for personalised products are subject to a quantity tolerance of + or – 5% and all orders for Bespoke Goods are subject to a quantity tolerance of + or - 10%.
4.2 The Company shall have the right to adjust its prices for any increase in costs of any kind arising for any reason after the date of the Contract.
4.3 Price changes shall take effect on the date of service on the customer of notice of the change.
5.2 Without prejudice to any other rights of the Company if the Customer fails to pay the invoice price by the due date the Customer shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgment) on a daily basis at a rate of 4% p.a. over the base rate from time to time quoted by WESTPAC Bank plc and reimburse to the Company all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
6.2 If a sample of the Goods ordered is provided to the Buyer by the Company and accepted by the Buyer the Company shall not be liable for any variations to the Buyers specifications thereafter if the manufacture and process of the Goods has commenced.
6.3 The risk in any Goods supplied by the Buyer to the Company shall remain with the Buyer for the duration of the contract unless agreed in writing by the Company.
6.4 The Company reserves the right to charge for any additional work required to meet the Buyers specification if in the opinion of any officers agents or employees of the Company the Buyers specification would not achieve the required effect.
7.2 Until title passes the Customer shall hold the Goods as bailee for the Company and shall store or mark them so that they can at all times be identified as the property of the Company.
7.3 The Company may at any time before title passes and without any liability to the Customer: repossess and use or sell all or any of the Goods and by doing so terminate the customer’s right to use, sell or otherwise deal in them; and for that purpose (or determining
what if any Goods are held by the Customer and inspecting them) enter any premises of or occupied by the Customer.
7.4 Until title passes the entire proceeds of the sale of the Goods shall be held in trust for the Company and shall be held in a separate designated account and not mingled with other moneys or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s money.
7.5 The Company may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Customer.
RISK, DELIVERY AND PERFORMANCE
8.2 Risk in the Goods passes when they are delivered in accordance with clause 8.1.
8.3 The Company may at its discretion deliver the Goods by instalments in any sequence.
8.4 Where the Goods are delivered by instalments, no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of the Goods previously delivered or undelivered Goods.
8.5 Any dates quoted by the Company for the delivery of the Goods are approximate only and shall not form part of the Contract and the Customer acknowledges that in the performance expected of the Company no regard has been paid to any quoted delivery dates.
8.6 If the Customer fails: to take delivery of the Goods or any part of them on the due date; and to provide any instructions or documents required to enable the Goods to be delivered on the due date, the Company may on giving written notice to the Customer store or arrange for the storage of the Goods, and on the service of the notice: risk in the Goods shall pass to the Customer; delivery of the Goods shall be deemed to have taken place; and the Customer shall pay to the Company all costs and expenses including storage, any redelivery and insurance charges arising from its failure.
8.7 The Company shall not be liable for any penalty, loss, injury, damage or expense arising from any delay or failure in delivery or performance from any cause at all nor shall any such delay or failure entitle the Customer to refuse to accept any delivery or performance of or repudiate the Contract.
9.2 Any claim that any Goods have been delivered damaged, are not of the correct quantity or do not comply with their description shall be notified by the Customer to the Company within 72 hours of their delivery provided that the Buyer endorses the carriers delivery note with details thereof.
9.3 Any alleged defect shall be notified by the Customer to the Company within 72 hours of the delivery of the Goods or in the case of any defect which is not reasonably apparent on inspection within seven days of the defect coming to the Customer’s attention.
9.4 Any claim under this condition must be in writing and must contain full details of the claim including the part numbers of any allegedly defective Goods.
9.5 The Company shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Customer shall, if so requested in writing by the Company, promptly return any Goods the subject of
any claim and any packing materials securely packed and carriage paid to the Company for examination.
9.6 The Company shall have no liability with regard to any claim in respect of which the Customer has not complied with the claims procedures in these conditions.
SCOPE OF CONTRACT
10.2 Any defects or injury resulting from wear and tear, accident, improper use by the Customer or use by the Customer except in accordance with the instructions or advice of the Company or the manufacturer of any Goods or neglect or from any instructions or materials provided by the Customer;
10.3 Any Goods which have been adjusted, modified or repaired.
10.4 The suitability of any Goods for any particular purpose or use under specific conditions whether or not the purpose or conditions were known or communicated to the Company;
10.5 Any substitution by the Company of any materials or components not forming part of any specification of the Goods agreed in writing by the Company;
10.6 Any descriptions, illustrations, specifications, figures as to performance, drawings and particulars of weights and dimensions submitted by the Company contained in the Company’s catalogues, price lists or elsewhere are merely intended to represent a general idea of the Goods and not to form part of the Contract or be treated as representations or a portfolio of the Company’s work;
10.7 Any technical information, recommendations, statements or advice furnished by the Company, its servants or agents not given in writing in response to a specific written request from the Customer before the Contract is made; or
10.8 Any variations in the quantities or dimensions of any Goods or changes of their specifications or substitution of any materials or components, if the variation or substitution does not materially affect the characteristics of the Goods, and the substituted materials or components are of a quality equal or superior to those originally specified.
EXTENT OF LIABILITY
11.2 If the Customer establishes that any Goods have not been delivered, have been delivered damaged or do not comply with their description the Company shall, at its option, replace with similar goods any Goods which are missing, lost or damaged or do not comply with their description, allow the Customer credit for their invoice value or repair any damaged Goods.
11.3 If the Customer establishes that any Goods are defective the Company shall, as its option, replace with similar goods or repair any defective Goods, allow the Customer credit for their invoice value or to the extent that the Goods are not of the Company’s manufacture, assign to the Customer (so far as the Company is able to do so) any warranties given by the manufacturer of the Goods to the Company.
11.4 The delivery of any repaired or replacement Goods shall be at the Company’s premises or other delivery point specified for the original Goods.
11.5 Where the Company is liable in accordance with this condition in respect of only some or part of the Goods the Contract shall remain in full force and effect in respect of the other or other parts of the Goods and no set-off or other claims shall be made by the customer against or in respect of such other or other parts of the Goods.
11.6 No claim against the Company shall be entertained for any defect arising from any design or specification provided or made by the Customer or if any adjustments, alterations or other work has been done to the Goods by any person except the Company.
11.7 The Company shall not be liable where any Goods, the Price of which does not include carriage, are lost or damaged in transit and all claim’s by the Customer shall be made against the carrier. Replacements for such lost or damaged Goods will, if available, be supplied by the Company at the prices ruling at the date of despatch.
11.8 In no circumstances shall the liability of the Company to the Customer under this condition exceed the invoice value of the Goods.
11.9 Whilst the Company shall make every effort to match print colours to the Customer’s requirements, no liability is accepted by the Company for colour variations within normally expected commercial tolerances (+ or - 10%.)
11.10 The Company shall not be liable for the acts or omissions of any third parties to the Contract.
12.2 The Customer shall not assign or sub-let this contract in whole or in part.
12.3 The Company shall have a lien on all the Customer’s property in the Company’s possession for all amounts due at any time from the Customer and may use, sell or dispose of that property as agent for and at the expense of the Customer and apply the proceeds in and towards the payment of such amounts on 28 days’ notice in writing to the Customer. On accounting to the Customer for any balance remaining after payment of any amounts due to the Company and the costs of sale or disposal, the Company shall be discharged of any liability in respect of the Customer’s property.
12.4 The Company may at its discretion suspend or terminate the supply of any Goods if the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract or becomes insolvent, has an administrative receiver appointed of its business or is compulsorily or voluntarily wound up or the Company bona fide believes that any of those events may occur, and in case of termination may forfeit any deposit paid.
12.5 If the Goods are manufactured in accordance with any design or specification provided or made by the Customer the Customer shall compensate the Company in full on demand for all claims, expenses and liabilities of any nature in connection with them, including any claim, whether actual or alleged, that the design or specification infringes the rights of any third party.
12.6 Except for any which is expressly agreed to be included in the Goods all tools, patterns, materials, drawings, specifications and other data provided by the Company shall remain its property and all technical information, patentable or unpatentable, copyright and
registered designs arising from the execution of any orders shall become the property of the Company.
14.2 Orders for seasonal Goods are subject to a cancellation charge of 25% of the unit cost and the full cost of tools following the issue of an Order Acknowledgement and the Goods being allocated to the contract provided that notice of cancellation is received prior to 1st November. Cancellation of orders for seasonal Goods received after 1st November will be charged in full.
14.3 Any orders in respect of which an Order Acknowledgement is issued which is cancelled in accordance with clauses 14.1 or 14.2 are subject to a minimum administration charge of $50.
14.4 The Company reserves the right to cancel any orders in respect of which the Specification provided by the Buyer would not in the opinion of any officers, agents or employees of the Company result in the required effect at the cost set out in the Order Acknowledgement at any time prior to the commencement of manufacture and process of the Goods.
LAW AND JURISDICTION
17.2 Each party’s address for the service of notice shall be the address specified on the Order Acknowledgement or such other address as is specified by notice to the others.
17.3 A notice shall be deemed to have been served: if it was served in person, at the time of service; if it was served by post, 48 hours after it was posted; and if it was served by e-mail or facsimile transmission, at the time of transmission.
By acquiring the goods, any purchaser or user of the goods acknowledges and agrees the follows:
Should any law under which this Agreement is interpreted prohibit exclusion of certain conditions or warranties, the required conditions or warranties shall be deemed included. The liability of The Pin Factory for any breach of such term, condition or warranty shall be limited, at the option of The Pin Factory, to any one or more of the following: (a) replacement of the Products; (b) repair of The Pin Factory Products to meet the required warranty or condition; (c) payment of the cost of replacing The Pin Factory Products or of acquiring equivalent Product; or (e) a refund of the purchase price paid for the Products giving rise to the claim.
The Pin Factory makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose. The Pin Factory makes no express or implied warranty or representation or warranty that the Products will provide any protection from bacteria or viruses of whatever nature and in whatsoever form and or that the Products can be used in the prevention of infection of whatever nature or form.