Terms & Conditions

Customers are at the heart of all we do, with transparency a large part of our process. Below are the terms and conditions that apply to all orders and services with Better Merch Pty Ltd.

 

1. Definitions

  1. “Contract” means the terms and conditions contained within these terms and conditions, together with any proposal, quotes, orders, invoices or other documents or amendments expressed to be supplemental to this Contract.

  2. “Seller” means Better Merch Pty Ltd (Better Merch), its successors and assigns or any person acting on behalf of and with the authority of the Seller. It also refers to any sister groups and trading brands owned by the Seller.

    1. “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting the Seller to provide the Services as specified in any proposal, quotes, orders, invoices or other document or amendments, and:

      1. if there is more than one Customer, is a reference to each Customer jointly and severally; and

      2. if the Customer is a partnership, it shall bind each partner jointly and severally; and

      3. if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and

      4. includes the Customer’s executors, administrators, successors and permitted assigns.

    2. “Goods” means all Goods or Services supplied by the Seller to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other). This includes but is not limited to:

      1. Merchandise

      2. Signage and banners

      3. Gift cards

    3. "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, electronic contact (email, Facebook or Twitter details), and other contact information (where applicable) and pricing details.

    4. “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when ordering from the website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.

    5. “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between the Seller and the Customer in accordance with clause 6 below.

    6. “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

    7. “Branding assets” means any logos, images, fonts or other branding materials or marketing literature provided by the Customer for the Goods being provided.

    2. Acceptance

    1. The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods, approves artwork pertaining to an order for Goods, accepts a quote or invoice for Goods via email.

    2. In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

    3. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

    4. Any custom order terms in addition to the terms and conditions of this Contract may only be amended in writing by the consent of both parties.

    5. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions Act 2001 or any other applicable provisions of that Act or any Regulations referred to in that Act.

    6. Upon acceptance, the Customer is liable for all associated Goods costs, including production and delivery of Goods. No refunds will be provided in this event.

    7. If the Customer no longer requires the Goods or changes their mind, any costs incurred up until that point will be charged to the Customer. No refunds will be provided in this event.

    3. Errors and Omissions

    1. The Customer acknowledges and accepts that the Seller shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

      1. resulting from an inadvertent mistake made by the Seller in the formation and/or administration of this Contract; and/or

      2. resulting from Branding Assets provided by the Seller and approved by the Seller for production.

      3. contained in/omitted from any Branding Asset supplied by the Seller in respect of the Services.

      4. resulting from orders placed online via the Seller’s online ordering system or website, as approved by the Customer during the checkout process, for Goods quantities, colours, styles and other Goods details as well as Branding Assets and artwork/design, delivery address/s, and other Goods order details.

    2. In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of the Seller; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

    4. Change in ownership or branded assets

    1. The Customer shall give the Seller not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer, and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, change of trustees, or business practice), and/or change to Branding Assets as related to change of ownership. The Customer shall be liable for any loss incurred by the Seller as a result of the Customer’s failure to comply with this clause.

      1. The Seller is not liable for any errors caused by change of ownership or Customer details for existing approved orders or orders already placed in production. 

      2. Any changes required as a result of change of ownership details or Customer details for existing approved Goods orders or Goods orders already placed in production will incur production costs, including but not limited to payment for Goods already produced or completed, production costs, delivery costs, and other costs related to the production of Goods completed. These costs will be provided to the Customer in writing.

      3. If Goods are not longer valid due to change of ownership or change of Customer details, it is the responsibility of the Customer to dispose of Goods produced and the Customer must accept delivery of the Goods produced.

    2. For Goods already in production during the 14 day notification period, the Customer will be required to cover any and all production, delivery and management costs associated with Goods produced so far. This includes any samples, artwork templates, production preparation costs, artwork development costs, and any other costs associated with the Goods order so far.

    5. Online ordering

    1. The Client acknowledges and agrees that:

      1. Seller does not guarantee the website’s performance or availability of any of its Goods; and

      2. online ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and

      3. there are inherent hazards in electronic distribution and as such Seller cannot warrant against delays or errors in transmitting data between the client and Seller including orders.  The Client agrees that to the maximum extent permitted by law, Seller will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.

      4. the Customer takes responsibility for any Branding Assets provided by the Customer during the online ordering process. The Seller is not liable for any errors or omissions related to Branding Assets provided by the Customer during online ordering.

    2. Seller reserves the right to terminate the Client’s order in the event that Seller learns that the Client has provided false or misleading information, interfered with other users or the administration of Seller’s Services, or violated these terms and conditions.

    3. If the Goods ordered online is out of stock, the Customer will be contacted about alternative products or options available. In the event that alternative Goods cannot be found for out of stock Goods, a refund will be provided to the Customer for the value of the order at the time the order was placed online.

    4. If the colour of Goods ordered online is out of stock, the Customer will be contacted about alternative products or options available. In the event that alternative Goods cannot be found for out of stock Goods, a refund will be provided to the Customer for the value of the order at the time the order was placed online.

    6. Price and payment

    1. At the Seller’s sole discretion, the Price shall be either:

      1. as indicated on any invoice provided by the Seller to the Customer; or

      2. the Price as at the date of Delivery of the Goods according to the Seller’s current price list; or

      3. the Seller’s quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of fourteen (14) days.

    2. The Seller reserves the right to change the Price if a variation to the Seller’s quotation is requested. Variations will be charged for on the basis of the Seller’s quotation, and will be detailed in writing, and shown as variations on the Seller’s invoice. The Customer shall be required to respond to any variation submitted by the Seller within ten (10) working days. Failure to do so will entitle the Seller to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

    3. At the Seller’s sole discretion, a non-refundable deposit may be required.

    4. Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by the Seller, which may be:

      1. on Delivery of the Goods;

      2. the date specified on any invoice or other form as being the date for payment; or

      3. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by the Seller.

    5. Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and the Seller.

    6. The Seller may in its discretion allocate any payment received from the Customer towards any invoice that the Seller determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer the Seller may re-allocate any payments previously received and allocated. In the absence of any payment allocation by the Seller, payment will be deemed to be allocated in such manner as preserves the maximum value of the Seller’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

    7. The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Seller nor to withhold payment of any invoice because part of that invoice is in dispute.

    8. Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to the Seller an amount equal to any GST the Seller must pay for any supply by the Seller under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

    9. Unless otherwise agreed to in writing by the Seller and the Customer, full payment must be made for the Goods order to begin production. Goods will not proceed to production without this payment being made by the Customer. If payment is not provided within 14 days from the Goods order being placed, the order will be cancelled. Any non-refundable deposits or costs associated with production set-up will be forfeited by the Customer in this event.

    10. Any sample Goods requested by the Customer if be provided as an additional charge to the Customer. The sample will not be delivered until the payment for the sample is processed and received.

    7. Delivery of goods and shipping

    1. Delivery and shipping (“Delivery”) of the Goods is taken to occur at the time that:

      1. the Customer or the Customer’s nominated carrier takes possession of the Goods at the Seller’s address; or

      2. the Seller (or the Seller’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

    2. At the Seller’s sole discretion, the cost of Delivery is either included in the Price or is in addition to the Price.

    3. Any time specified by the Seller for Delivery of the Goods is an estimate only. The Customer must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. The Seller will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. In the event that the Customer is unable to take Delivery of the Goods as arranged then the Seller shall be entitled to charge a reasonable fee for redelivery and/or storage.

    4. The Seller may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

    5. The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that;

      1. such discrepancy in quantity shall not exceed five percent (5%), and

      2. the Price shall be adjusted pro rata to the discrepancy.

    6. The Customer is responsible for all shipping charges related to Delivery, including instalments, redelivery, and split shipping requests.

    7. Delivery instructions, delivery addresses and delivery dates must be provided by the Customer at the time of order. The Seller is not liable for any errors or omissions to any Delivery details as provided by the Customer. 

    8. Changes to Delivery details must be made in writing and acknowledged by the Seller no less than 72 hours prior to delivery date. 

      1. If changes are requested while Goods are in transit, the Customer is responsible for any and all costs associated with new Delivery details.

    9. The Seller is not liable for any delays or additional charges for any unapproved changes, and is not liable for any delays, lost or damages as a result of the carrier or delivery method requested.

    10. Delivery is not permitted to post boxes or postal addresses. A street or business address must be provided by the Customer.

    11. All orders become the Customer’s property and responsibility upon Delivery of Goods. The Seller is not responsible for any damages, lost or missing Goods after Delivery has been accepted by the Customer.

    12. Refunds will not be provided for any changes to estimated or confirmed delivery dates for any third party, carrier or supplier delays out of the Seller’s control, including but not limited to the demand for particular products.

    13. If urgent rush fees, overnight or express delivery, or other fast-track delivery is required, the Customer will be responsible for any additional Delivery costs. These additional costs will be specified in writing and invoiced as a separate invoice or included in the final Goods invoice. 

    14. Electronic or physical gift cards are considered delivered upon delivery to the email or physical address provided by the Customer. The Seller is not responsible for any lost gift cards or for any refunds for gift cards not used during applicable gift cards dates.

    8. Risk

    1. The quality of items varies depending on the quality and price of the product chosen. The price of Goods is not a good indication of the quality of product. 

    2. Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

    3. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.

    4. If the Customer requests the Seller to leave Goods outside the Seller’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Customer’s sole risk.

    5. The Seller shall be under no liability whatsoever to the Client for any variation (beyond the reasonable control of the Seller) in colours between the prototype and/or artwork approved by the Customer and the finished Goods.

    6. While all efforts are taken to match PMS colours to PMS colours provided by the Customers, it is the responsibility of the Customer to check all colours associated with the order before approval. The Seller is not liable for any incorrect details approved by the client. It is important to note that colours on computer screens appear differently to actual printed items. While we take all efforts to match to nominated print colours, exact matches are not guaranteed and tolerance to two shades is considered acceptable.

    7. While all efforts are taken to ensure the position and size of Branded Assets on Goods, the exact position on all Goods is not guaranteed. A tolerance of 2cm is considered acceptable and industry standard.

    8. While all efforts are taken to ensure artwork accuracy, there may be differences to the digital artwork provided and the finished Goods delivered due to the production finishes required or requested.

    9. All Branded Assets must be supplied by Vectorised EPS, AI or PDF format, created with outlines where required. This includes logos and other branded materials. If the required format is not provided by the Customer and redraw services are required, the Seller may incur redraw services costs. The Seller is not liable for any errors in redraw services on artwork approved by the Customer.

    10. Inventory Stock is on a first come, first serve basis. Stock cannot be placed on hold without a written order and deposit placed for Goods. The Seller is not responsible for changes in stock availability for non-approved or submitted orders. 

    11. When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in the Seller’s opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described, then the cost of such variations may be charged to the Client and shown as extras on the invoice.

    12. All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.

    13. Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.

    14. Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at its request for the work.

    15. The Seller shall be under no liability whatsoever to the Client for any variation (beyond the reasonable control of the Seller) in colours and sizing between the approved artwork and the finished Goods.

    16. There may be cases where the size of Goods is not exact due to the finish or production requirements. The Customer acknowledges this by accepting this Contract. 

    17. Where the performance of any contract with the Client requires the Seller to obtain Goods or Services from a third party, the contract between the Seller and the Client shall incorporate and shall be subject to the conditions of supply of such Goods and Services to the Seller, and the Client shall be liable for the cost in full including Seller’s margin of such Goods or Services.

    18. Whilst every care is taken by the Seller to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods. The Seller shall be under no liability whatsoever for any errors not corrected by the Client in the final proofreading. Should the Client’s alterations require additional proofs this shall be invoiced as an extra.

    19. The Seller is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by the Seller to match virtual colours with physical colours, the Seller will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contrary to the final invoice.

    20. While every effort will be taken by the Seller to match print colours (PMS and CYMK), the Seller reserves the right to judge defectiveness at the Seller’s discretion based on industry standards.

    21. The Seller shall not be held liable for inks wearing off through general wear and tear.

    22. Where the Client supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. An additional charge may be made by the Seller in respect of any such counting or checking requested by the Client.

    23. In the case of property and materials left with the Seller without specific instructions, the Seller shall be free to dispose of them at the end of twelve (12) months after receiving them and to accept and retain any proceeds gained from such disposal to cover the Seller’s costs in holding and handling such items.

    24. Where materials or equipment are supplied by the Client for the provision of Services, the Seller shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the work.

    25. Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by the Seller to ensure correctly finished work shall be invoiced as an extra.

    26. The Seller cannot guarantee the lifespan of Goods or any Branded Assets displayed on Goods. Best practice advice is provided to ensure longevity of Goods, however the Seller cannot be held responsible for any lifespan related concerns after Delivery of Goods has been accepted as it cannot control storage, usage or other lifescan impacting activities after Delivery.

    27. While all efforts are made to ensure the accuracy of embroidered Branded Assets, the Seller cannot guarantee accuracy of finished embroidered Branded Assets or stitch quality. The final embroidered Goods may differ from digital artwork or samples provided. The Seller is not liable for any slight differences in this event.

    28. The Seller’s Goods are customised and bespoke, and the Seller does not offer returns or refunds for change of mind or other circumstances. Nothing in these Terms attempts to modify or exclude the conditions, warranties and undertakings, and other legal rights, under the Australian Consumer Law. In Australia, our goods come with guarantees which cannot be excluded under the Australian Consumer Law. 

    29. The Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. 

    30. Any and all other warranties or conditions which are not guaranteed by the Australian Consumer Law are expressly excluded where permitted, except to the extent such warranties and conditions are fully expressed in these Terms. 

    31. Where the Customer returns Goods to the Seller to seek an Australian Consumer Law remedy, the Seller will need to cover any associated costs (for example delivery costs) of the Customer returning the products to us. 

    32. Where your claim is a valid claim under the Australian Consumer Law, we will refund your return delivery costs and, depending on the failure, either dispatch a new or repaired replacement product or refund you the Price of the relevant product. 

    33. There may be instances where obstructions on Goods design may prevent the requested placement of decoration by the Customer. If this event occurs, the Seller will contact the Customer about alternative options. The order will be placed on hold until new instructions are agreed in writing with the Customer.

    34. The size of Branded Assets will remain the same regardless of the different sizes of Goods ordered. This is especially relevant to Goods with differing sizes (such as clothing), with the size and placement of Branded Assets remaining the same from Goods to Goods regardless of the size change.

    35. While the Seller will take all efforts to ensure accuracy, Branded Assets on curved items may differ from the digital artwork approved by the Customer and final placement, size and other production details cannot be guaranteed.

    36. Where sustainable packaging is provided or included with the order, the Seller cannot guarantee the quality of sustainable packaging provided. 

    37. Where Goods are discontinued, out of stock or no longer available without the Seller’s knowledge at the time of order placement, the Seller will contact the Customer about alternative options available. Alternatives will be provided and agreed in writing for any Goods orders will be processed or progressed. Where an alternative cannot be found, the Seller will provide a refund. It is at the Seller’s discretion to refund any non-refundable deposits or costs already incurred during production or delivery.

    38. Where possible, compliance certificates can be obtained from suppliers. The Seller is not liable for any incorrect or misinformation provided by suppliers in compliance certificates. 

    39. For any other allowances that fall under ‘common sense’ it is up to the Seller on final outcomes and resolutions.

    9. Title

    1. The Seller and the Customer agree that ownership of the Goods shall not pass until:

      1. the Customer has paid the Seller all amounts owing to the Seller; and

      2. the Customer has met all of its other obligations to the Seller.

    2. Receipt by the Seller of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

    3. It is further agreed that, until ownership of the Goods passes to the Customer in accordance with clause 9.1:

      1. the Customer is only a bailee of the Goods and must return the Goods to the Seller on request;

      2. the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the Seller and must pay to the Seller the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

      3. the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for the Seller and must pay or deliver the proceeds to the Seller on demand;

      4. the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of the Seller and must sell, dispose of or return the resulting product to the Seller as it so directs;

      5. the Customer irrevocably authorises the Seller to enter any premises where the Seller believes the Goods are kept and recover possession of the Goods;

      6. the Seller may recover possession of any Goods in transit whether or not Delivery has occurred;

      7. the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Seller;

      8. the Seller may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

    10. Intellectual Property

    1. Where the Seller has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of the Seller. Under no circumstances may such designs, drawings and documents be used without the express written approval of the Seller.

    2. The Customer warrants that all designs, specifications or instructions given to the Seller will not cause the Seller to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify the Seller against any action taken by a third party against the Seller in respect of any such infringement.

    3. The Customer agrees that the Seller may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which the Seller has created for the Customer.

    11. Default and Consequences of Default

    1. Interest on overdue invoices may accrue daily from the date when payment becomes due, until the date of payment, at a rate of five percent (5%) per calendar month (and at the Seller’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgement.

    2. If the Customer owes the Seller any money the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Seller’s contract default fee, and bank dishonour fees).

    3. Further to any other rights or remedies the Seller may have under this Contract, if a Customer has made payment to the Seller, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Seller under this clause 14 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.

    4. Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable if:

      1. any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to make a payment when it falls due;

      2. the Customer has exceeded any applicable credit limit provided by the Seller;

      3. the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

      4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

    13. Cancellation

    1. Without prejudice to any other remedies the Seller may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions the Seller may suspend or terminate the supply of Goods to the Customer. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this clause.

    2. The Seller may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice the Seller shall repay to the Customer any money paid by the Customer for the Goods. The Seller shall not be liable for any loss or damage whatsoever arising from such cancellation.

    3. In the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by the Seller as a direct result of the cancellation (including, but not limited to, any loss of profits).

    4. Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

     

    14. General

    1. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

    2. These terms and conditions and any contract to which they apply shall be governed by the laws of the state in which the Seller has its principal place of business, and are subject to the jurisdiction of the courts in that state.

    3. Subject to clause 12, the Seller shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Seller of these terms and conditions (alternatively the Seller’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

    4. The Seller may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.

    5. The Customer cannot licence or assign without the written approval of the Seller.

    6. The Seller may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of the Seller’s sub-contractors without the authority of the Seller.

    7. The Customer agrees that the Seller may amend their general terms and conditions for subsequent future contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for the Seller to provide Goods to the Customer.

    8. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

    9. Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.