All goods and services (‘Products’) supplied by Get Smart Promotional Products (‘Get Smart’) are supplied on these terms and conditions.
No order shall be binding on Get Smart Promotional Products until approved in writing by Get Smart Promotional Products.
An individual contract for the supply of Products, on these terms and conditions, is formed on written approval by Get Smart Promotional Products of an order from the Customer in writing.
Get Smart Promotional Products reserves the right to accept any order in whole or in part in its absolute discretion.
All credit orders are accepted by Get Smart Promotional Products subject to satisfactory credit approval of the Customer, and are governed by Get Smart Promotional Products Terms and Conditions of Credit in force at the time of order placement, including the right to charge interest. Credit approval, once granted, may be withdrawn at any time by Get Smart Promotional Products.
Where credit approval has not been granted, or is withdrawn, payment for all Products or Services supplied is required before delivery of products by Get Smart Promotional Products.
Where credit has been granted, payment for the Products or Services is to be made on or before the outlined number of days from the date of invoice, in accordance with the Terms and Conditions of Credit approved by Get Smart Promotional Products.
Payment must be made in full without set off or deduction.
Get Smart Promotional Products will investigate any disputed amounts, and if resolved in favour of the Customer, a credit will be issued to the Customer (refer to Clause 7).
Title to Products
All materials and services provided by Get Smart Promotional Products under this agreement remain the property and entitlement of Get Smart Promotional Products until:
Such time as all outstanding amounts from time to time under this agreement have been paid in full by the Applicant;
The Applicant agrees to separately store the said materials from other property, in order that they may be property identified; and
The Applicant agrees that it cannot claim any lien, mortgage or charge over materials and services outlined herein until such time as all such amounts have been paid in full by the Applicant.
The delivery time shall be a time or during a period agreed by Get Smart Promotional Products and the Customer.
Get Smart Promotional Products reserves the right to charge for delivery of the Products at any time, notwithstanding that it may not have previously done so. Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by Get Smart Promotional Products.
A handling fee may be incurred on all orders at $10.00 per order.
Unless otherwise agreed by Get Smart Promotional Products, all Products will be delivered to the Delivery Address stated on the signed Order Confirmation.
The Customer must inspect the Products within two (2) business days of the delivery time;
If no such inspection is made, and/or the customer has not contacted Get Smart Promotional Products within three (3) business days of receipt of delivery, the customer is deemed to have accepted the products in their state at the relevant time;
If a dispute arises out of or relating to this agreement, neither party may commence court proceedings relating to the dispute unless they have complied with this clause, except to seek urgent relief from a court;
Notice to specifying the dispute
The party claiming that a dispute has arisen must give written notice to the other, specifying the nature of the dispute;
On receipt of the notice, by the other party, both parties must endeavour to resolve the dispute as soon as possible and within a further seven (7) days, using informal dispute resolution techniques such as mediation or similar techniques agreed by them.
If the parties do not agree within seven (7) days of receipt of the notice (or such other period as agreed between them as to such things as the dispute resolution technique and timetables for those procedures, they must mediate the matter in accordance with the mediation rules of the recognised professional association for solicitors in the state of New South Wales;
The president of this professional association, or the presidents’ nominee, will select the mediator and determine the mediators’ remuneration which the parties agree will be divided and be payable equally among them; and
If the mediation referred to above is not completed within four (4) weeks of reference to a mediator, either party may commence any court or arbitration proceedings as they see fit.
The Customer agrees:
To release, and indemnify, Get Smart Promotional Products, its officers, employees, servants and agents from and against any loss, claim, damage or liability whatsoever whether in contract or tort, arising out of or in any way connected with this Agreement, including without limitation, any consequential loss to the fullest extent permitted by law; and
To the extent permitted by law, and to the extent, if any, that the limitations or liability contained in this clause are invalid or ineffective, the entirety of any liability of Get Smart Promotional Products for any such claims are limited to the amount of fees actually paid by the Customer to Get Smart Promotional Products during the month in which the liability arises.
In this Agreement, confidential information of Get Smart Promotional Products means:
‘all information relating to Get Smart Promotional Products, including, but not limited to, trademarks,
trade names, patents, copyright, trade secrets, drawings, know how, techniques, source and object
codes, business and marketing plans, projections, arrangements and agreements with third parties,
customer information and customer information proprietary to customers, formulae, customer lists,
concepts not reduced to material form, designs, plans, models, commercial information, information
about the dealings and personal financial affairs of the individual directors or proprietors of Get Smart Promotional Products company, and any other information relating to Get Smart Promotional Products’.
The Customer shall not at any time or for any reason, whether during the term of this agreement or after its termination,
divulge any confidential information of Get Smart Promotional Products to any third party, and they hereby indemnify Get Smart Promotional Products,
and any of its related entities, against any loss or damage they may suffer as a result of the breach of confidentiality.
The Customer acknowledges that all intellectual property in all materials and services of Get
Smart Promotional Products, or its servants or agents, in the course of fulfillment of Get Smart Promotional Products obligations herein,
are the absolute property of
Get Smart Promotional Products,
and that the Customer shall do all things and sign all documents that may be necessary
to vest such intellectual property in Get Smart Promotional Products; and
The Customer irrevocably appoints Get Smart Promotional Products to be the Customer attorney
to do all things and sign all documents that may be necessary to vest such intellectual property in
Get Smart Promotional Products.
These terms and conditions will apply to the exclusion of all other terms and conditions contained in the
Customer’s order. In the event of any inconsistency, Get Smart Promotional Products will be deemed, by
delivering the Products to the Customer or supplying services to the Customer, to have made an offer to
the Customer to sell the Products or supply the services pursuant to these terms and conditions, which
offer will be deemed to have been accepted if the Customer accepts the Products and/or services. Get
Smart Promotional Products reserves the right to change these Terms and Conditions at any time and
any such change will be advised to the Customer in writing.
To the extent that any services or any other supplies made or performed under this Agreement are or become a
Taxable Supply, or otherwise subject to GST.
In addition to, and at the same time as paying the remuneration or other consideration, the Customer must also pay to Get Smart Promotional Products an additional amount representing GST; and
‘GST Act’ means the New Tax System (Goods and Services Tax) Act 1999, associated acts and regulations and includes any act or regulation which amends or replaces them. The terms used in this clause which are defined in the GST Act have that defined meaning.
These Terms and Conditions are governed by and will be construed in accordance with the laws of New
South Wales and the parties agree to submit to the jurisdiction of the courts of that State.
The failure by Get Smart Promotional Products to exercise, or any delay in exercising, any right, power
or privilege available to it under these Terms and Conditions will not operate as a waiver thereof or
preclude any other or further exercise thereof or the exercise of any other right or power.