GENERAL TERMS AND CONDITIONS OF TRADE
To the fullest extent legally permissible all dealings between the customer (including all related and/or associated companies and/or other entities, all successors and/or assigns and in its own capacity and as trustee of each and every trust of which it is trustee) (jointly "the Customer") and Oji Fibre Solutions (AUS) Pty Ltd ACN 050 218 221 (and/or any related and/or associated companies, trusts and/or other entities and/or any successors and/or assigns) whether trading as "Oji Fibre Solutions" and/or otherwise ("Oji") relating to any products, goods and/or services (the "products", "goods" and/or the "services") are subject to the following terms and conditions ("these Terms") unless otherwise expressly agreed in writing:
1. Customer Contracts
Where Oji agrees to provide the Customer with the goods and services, the Customer's contract with Oji is comprised of (in order of precedence):
- the online order as recorded by Oji; and
- these General Terms and Conditions of Trade ("Terms").
2. Product Descriptions
- Oji strives to ensure that its products are described as accurately as possible on its website, however Oji does not warrant that the description is accurate. Where Oji becomes aware of any misdescription, Oji reserves the right to correct any error or omission.
- Images have been provided for illustrative purposes only and Oji does not guarantee that any image will reproduce in true colour nor that any given image will reflect or portray the full design or options relating to that product.
- Oji endeavours to ensure that the product list is current however Oji gives no undertaking as to the availability of any product advertised on the website.
The Customer acknowledges that:
- There may be a variation in the colour and finish of the goods that Oji prints for the Customer, on the basis of the printing surface of the goods e.g. cardboard, paper, etc. Accordingly, Oji does not warrant that the colour of the ordered goods will match 100% the colour the Customer has ordered.
- The Customer is responsible for submitting and approving all artwork and origination (together "Artwork") before completing their order. No claim may be brought against Oji in respect of such Artwork. The Customer undertakes that it has permission to use the Artwork and indemnifies Oji against all claims.
- Oji accepts payment via BraintreePayments.com.
- Oji's terms of payment are set out on the order page on its website.
5. Consumer Guarantees & ACL:
The Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) ("ACL") provides consumers with certain consumer guarantees and rights in relation to certain transactions concerning goods and/or services (see www.consumerlaw.gov.au). Any rights the Customer may have under the ACL shall apply notwithstanding any inconsistent provisions in these Terms which shall be read down to the extent necessary to comply with the ACL and which shall otherwise apply to the fullest extent legally permissible.
6. Limitation of Liability:
To the extent permitted by the ACL:
- The Customer agrees to its sole remedy is the replacement/repair of the goods (or cost thereof) and/or re-supply of services (or cost thereof);
- Oji shall not be liable for:
- any claim, loss or expense which is made after 7 days from the date of delivery of goods and/or services – after which there shall be deemed to have been unqualified acceptance;
- any loss of profits, consequential loss and/or any special and/or punitive damages through any fault of Oji or otherwise; and/or
- any claim in any way caused and/or contributed to by the Customer and/or any third party;
- Oji's maximum liability arising out of any under these Terms or at law (whether in contract, tort, including negligence, statute or otherwise) shall not exceed the price of the goods.
7. Placement of Orders:
- The Customer agrees that:
- it will place orders in accordance with Oji's online processes as set out on Oji's home page;
- the minimum quantity for any item ordered is 500 units;
- Oji may at its discretion reject any order; and
- if any dispute arises concerning any order, the internal records of Oji shall be conclusive evidence of what was ordered.
- Placing an order with Oji is simply done by registering online at Oji's website, logging in online, selecting the products, adding them to the shopping cart, uploading any Artwork, entering any specific delivery instructions and paying for the order.
- Once the order is complete, an email confirming the order details will be sent to the Customer's email address.
- Orders containing specific delivery instructions will be delivered in accordance with those instructions to the best of the transport company's ability, subject to clause 9 of these Terms.
- Backorders will be supplied to the Customer on the terms and conditions and prices applying at the time the original order is accepted by Oji.
- Once an order is complete, it cannot be changed or cancelled without the consent of Oji. Any changes or cancellations to a Customer's order must be immediately communicated to Oji by email.
- Orders are dispatched promptly from Oji's warehouse in an effort to deliver orders within specified time frames. Once an order has been dispatched from Oji's warehouse, Oji is unable to cancel or change it.
8. Returns and Refunds:
- Minor exterior carton damage does not constitute a claim if the product within the carton is in sound condition. The returns policy set out in clause 8(b) below does not cover products that are faulty due to mistreatment, poor maintenance, tampering or improper use.
- Oji undertakes to reimburse the Customer for any product delivered that is faulty or is in a damaged condition. If the Customer wishes to return a faulty or damaged product, they must notify Oji through the designated ‘contact us' webpage where Oji sets out the requirements relating to return of such goods.
- If Oji is unable at the time of return to replace or exchange goods returned under clause 8(b), Oji undertakes to reimburse the Customer the amount initially debited for the purchase including packaging and postage charges.
- The Customer agrees:
- not to cancel any order or return any goods without Oji's prior approval;
- to pay Oji on request a restocking fee of 15% of the gross invoice value of all returns, where the goods returned are not faulty or damaged; and
- that they will be liable for all costs associated with having the goods returned to Oji.
9. Supply and Delivery:
- Oji may withhold or cancel supply without ramification where:
- Oji has insufficient goods to fulfil orders;
- goods are not available to supply;
- the Customer is in breach of these Terms;
- Oji has any safety concerns; and/or
- Oji considers it appropriate whether because of any minimum invoice policy or otherwise.
- The Customer agrees that:
- Oji may elect to arrange delivery at its discretion and without any liability and at the cost and responsibility of the Customer in all things;
- the Customer shall be deemed to have accepted delivery and liability for goods on being notified by Oji that goods are ready for collection and/or on goods being delivered to a carrier or to the Customer's premises or nominated site whether attended or not; and
- Oji shall not be liable for delay, failure or inability to deliver any goods.
- The Customer agrees:
- that no delay or failure to fulfil any part of any order shall entitle the Customer to cancel or vary any order or delay or reduce any payment; and
- to pay Oji for any demurrage or other costs and expenses in handling and/or holding any goods once ready for delivery and/or collection.
- All prices are in Australian Dollars (AUD).
- Oji endeavours to ensure that the price list on its website is current. The price list can be accessed from the home page and Oji reserves the right to amend its prices at any time.
- Prices exclude all government imposts, levies and duties (including any GST or equivalent), postage and delivery costs. Postage and delivery is an additional charge, calculated at the time of purchase. All amounts shall be to the Customer's account.
- An extra charge may be made where additional work results from lack of precision in the Customer's specifications, and/or inadequate Artwork, and/or the Customer alters the specifications after the date of any order acknowledgment.
To the extent permitted by the ACL:
- The Customer shall rely on its own knowledge and expertise in selecting any goods and/or services for any purpose and any advice and/or assistance given by or for Oji shall be at the Customer's risk and shall not be or be deemed to be given as expert or adviser nor to have been relied on by the Customer or anyone claiming through the Customer;
- Oji shall not be responsible nor liable for paying and/or obtaining any necessary judicial, statutory, government and/or utility fees, expenses, orders, approvals, permits and/or licences;
- Oji shall not be liable for any goods and/or services:
- made or performed to designs, drawings, specifications and/or procedures etc and/or with materials or Artwork which are provided and/or approved (whether fully or in part) by or on behalf of the Customer;
- modified, utilised, stored, handled and/or maintained incorrectly or inappropriately; and/or
- manufactured and/or supplied by any other party; and
- the Customer agrees to:
- check all goods for compliance with all applicable laws, standards and/or guidelines before use, on-sale and/or application;
- comply with all applicable laws, standards and/or guidelines and with all recommendations and/or directions made and/or given by Oji and/or by any manufacturer;
- ensure that they have all permissions to use any Artwork and that any Artwork submitted for an order will not infringe any patent, trademark, tradename, copyright or other property right of any third party; and
- act in accordance with good practice at all times.
The Customer fully indemnifies Oji against any claim, action, damage, cost, expense or loss arising from or related in any way to:
- any dealing between Oji and the Customer; and/or
- arising under these Terms; and/or
- in connection with the Customer's use of Oji's website; and/or
- any Artwork that the Customer submits to Oji to be used on any products.
13. Ownership of Works:
The Customer agrees that all works produced by or for Oji (including samples, designs, artwork, silk screens, plates, films, stereos, cutting dies, and moulding dies in whatever form) and any intellectual property in and to such works shall be and remain the property of Oji notwithstanding any contribution by the Customer.
14. Other Terms and Conditions:
No terms and conditions sought to be imposed by the Customer upon Oji shall apply.
- When the Customer registers and places an online order, Oji requires the Customer to provide details of name, address for delivery, email address and telephone contact. Oji undertakes to take due care with this information; however in providing Oji with such information the Customer accepts that Oji is not liable for its misuse due to error in transmission or virus or malware.
- the purposes for which Information is collected, held, used and/or disclosed;
- the kinds of Information and how it is collected and/or held;
- how an individual may access and seek the correction of Information;
- the credit reporting bodies to which Information may be disclosed;
- how to make a complaint and have it dealt with; and
- whether Information is likely to be disclosed to entities which do not have an Australian link.
The Customer agrees that these Terms and any claim or dispute between Oji and the Customer shall be governed by the laws of Queensland and the Customer agrees to submit to the non-exclusive jurisdiction of the Courts of Queensland.
An election by Oji not to exercise any rights on any breach of these Terms shall not constitute a waiver of any rights relating to any other breach.
18. Force Majeure:
Oji shall not be in default or in breach of any contract with the Customer as a result of an event beyond Oji's reasonable control, including any strike or lock-out.
The Customer shall be in default of these Terms if it commits an act of insolvency, appoints an insolvency practitioner and/or calls a formal meeting of creditors.
20. Containers, Pallets and Equipment:
The Customer agrees on request to return all containers, pallets, stands, reusable packaging and/or display equipment ("Equipment") provided by Oji and to indemnify Oji for the full replacement cost of any Equipment not returned or damaged.
Any part of these Terms shall be capable of severance without affecting any other part of these Terms.
The Customer must not transfer or assign its rights under these Terms to anyone without Oji's prior written consent in writing. A change in the Customer's effective control will be deemed an assignment. Oji may assign or transfer any of its rights or obligations under these Terms without the Customer's consent.
23. National Packaging Covenant:
Oji is a signatory to the National Packaging Covenant and is committed to applying the Environment Code of Practise for Packaging ("ECoPP"). The Customer agrees to consider strategies and guidelines contained in ECoPP when developing its packaging requirements.