Candida Terms and Conditions of Trade

1 GENERAL
1.1 The following terms and conditions apply to all orders placed with and Goods and Services supplied by Candida Stationery Pty Ltd or any of its related bodies corporate (as defined in the Corporations Act 2001 (Cth)) which are incorporated in Australia) (“Candida”).
1.2 Notwithstanding clause 1.1, Candida may alter or replace these terms and conditions from time to time. Notice of the altered or replaced terms will be posted on Candida's website. All orders placed after such alteration or replacement by the Customer shall be upon the altered or replaced terms and conditions.
1.3 In these terms “Customer” shall mean the customer of Candida, any person acting on behalf of and with the authority of that customer, or any person purchasing Goods and Services from Candida; "Goods" shall mean any product to be supplied by Candida; "GST" has the meaning given to that term in A New Tax System (Goods and Services Tax) Act 1999 (Cth); “Intermediate Materials” means any product which comes into existence during the preparation or processing of the Customer’s order but which is not the final Goods or Services; “PPSA” means the Personal Property Securities Act 2009 (Cth); “Quotation” is an estimate only as the price may vary in accordance with the provisions set out in these terms and conditions; and "Services" shall mean any service to be supplied by Candida.

2 PRICES, QUOTATIONS, ORDERS AND INVOICES
2.1 Candida’s prices are set out in its product list and are subject to alteration without notice. A current price list will be supplied upon request. All prices on the product list and all quotations are exclusive of GST and delivery is not included unless otherwise stated.
2.2 All quotations are based on the Customer supplying electronic artwork acceptable to Candida. If Candida finds it necessary to carry out additional work or to supply materials in order to obtain good copy upon which to base a quotation, the Customer will pay for that work and materials. If a quotation is given on a page basis, every page, whether printed or not including flush cut paper covers, will be paid for by the Customer at Candida's page rate.
2.3 Prices on quotations for work for which paper is specially indented may be increased or decreased proportionally by Candida if duty, exchange, insurance or other charges on such paper are altered before the inward customs entries are passed.
2.4 All quotations are based on the conditions and specifications in the quotation (ink, paper or other medium, layout, quantity, delivery, etc.) and provide for all work and materials required to complete the order. Any variation or alteration to the conditions and/or specifications or increase in material and/or labour costs may increase the price quoted in the quotation.
2.5 Quantities delivered may vary within a tolerance of 10%. The Customer will pay for the actual quantity delivered within that tolerance.
2.6 Candida will provide an invoice to the Customer on shipment of the Goods or provision of the Services. Monthly statements will be sent to the Customer for regular orders.
2.7 Orders are binding on Candida unless otherwise advised in writing or by telephone by Candida within 2 days of receipt of the order. Quotations lapse if not accepted by the Customer within 30 days of the date of the quotation. Where Goods and Services are required in addition to the Quotation the Customer agrees to pay for the additional cost of such services and goods.
2.8 Candida is not bound by clerical errors or omissions whether in computation or otherwise in any product list, acknowledgment, invoice, quotation or other communication and the same shall be subject to correction.
2.9 If any plant is set up to print or otherwise work on the Customer’s job or Goods and the progress or completion of the work is delayed by or on behalf of the Customer then Candida reserves the right to charge the Customer Candida’s waiting charges for such plant and the Customer shall pay such charges.

3 COPYRIGHT AND INTELLECTUAL PROPERTY
3.1 Candida owns and has copyright and intellectual property and proprietary rights in all work, software, systems, solutions, drawings, designs, specifications, electronic data and documents produced by Candida in connection with the Goods and Services provided pursuant to this contract. The Customer acquires no such copyright or intellectual property rights.

4 PAYMENT
4.1 Payment is due in full on or before the 20th of the month following delivery unless otherwise agreed. Payment is to be made without deduction or set off in such manner as Candida stipulates from time to time.
4.2 If invoices are not paid in full and on time the Customer will pay:
4.2.1 any expenses, collection and legal fees (including but not limited to additional fees or commissions charged by debt collecting firms and actual legal costs and disbursements charged on a solicitor and own customer basis); and
4.2.2 interest, by way of liquidated damages, of the greater of $50 or the rate of 6% per annum above Candida’s bank overdraft rate on any unpaid amount from the due date until payment in full. Such interest shall continue to be payable after and notwithstanding any judgment obtained by Candida against the Customer.
4.3 Candida may allocate any payment received from the Customer against any debt owed by the Customer in any manner that Candida may decide notwithstanding any purported allocation by the Customer.
4.4 Candida reserves the right to withhold the supply of Goods and Services at any time without notice to the Customer.
4.5 Notwithstanding any other agreement between the parties the Customer authorises Candida to offset and deduct any monies due from the Customer against monies owing by Candida to the Customer.

5 CANCELLATION OR SUSPENSION OF ORDER
5.1 Where an order is suspended or cancelled by the Customer, all work carried out and Goods or Services supplied will be paid for by the Customer immediately on presentation of an invoice. If work is suspended the Customer will pay any additional costs or for any loss caused to Candida by the suspension.

6 DELIVERY, RETURNS, OWNERSHIP AND RISK
6.1 Candida will use its best endeavours to deliver Goods and Services at the time requested by the Customer but will not be responsible for any loss or damage (in either case, of any kind and whether direct, indirect or consequential) arising from any delay in the delivery of the Goods or Services from any cause whatsoever nor shall any such delay entitle the Customer to cancel any order or refuse to accept delivery at any time or refuse or delay payment for the Goods or Services.
6.2 The Customer shall inspect the Goods and Services immediately on their arrival or performance and shall notify Candida of any defects or variation in the quantity delivered from that stated on the delivery documents within 24 hours of delivery otherwise the Customer is deemed to have accepted the Goods and Services.
6.3 Candida shall replace any Goods and Services which are agreed by Candida to be defective as soon as it is reasonably possible for Candida to do so, free of charge, subject to, in the case of Goods, the defective Goods being returned to Candida’s premises or other place directed by Candida.
6.4 Risk in the Goods passes to the Customer upon delivery however ownership of the Goods does not pass to the Customer until Candida has received payment in full for the Goods and all other amounts owing by the Customer to Candida at that time. Ownership of Intermediate Materials remains with Candida at all times.
6.5 Until all sums due to Candida by the Customer have been paid in full, the Customer acknowledges that Candida has a security interest in all Goods supplied and undertakes to properly store, protect and insure the Goods so it is clear they are owned by Candida.
6.6 When Goods are returned after being ordered incorrectly or being surplus to the Customer's requirements, any freight incurred will be to the account of the Customer and a restocking fee of 15% of the value of the Goods will be charged to the Customer.

7 EXPERIMENTAL AND/OR CREATIVE WORK AND PROOFS
7.1 Experimental work, preliminary sketches, dummies and other creative work, Intermediate Materials and any resultant Goods must be paid for by the Customer unless the cost is separately identified and provided for as part of the quotation. The Customer may not use any proposal or idea from Candida for content, medium, layout or presentation until such work has been paid for.
7.2 Candida provides no guarantee that production prints will exactly match colour proofs because of variations in proof preparation methods and substrates. The Customer authorises Candida to match any colour stated within a reasonable tolerance.
7.3 Candida is not liable for errors or variations in the finished work where such errors or variations were contained in the proof approved by the Customer.

8 ELECTRONIC IMAGES AND/OR FILES
8.1 The Customer is responsible for retaining a copy of any electronic image or file supplied by the Customer. Candida is not responsible for any damage to any electronic material supplied and such material is held at the Customer’s risk.
8.2 Candida may charge for any additional translating, editing or programming needed to utilise Customer supplied files or images and such charges will be in addition to the price in the quotation. Candida’s own electronic records shall remain the property of Candida.

9 ILLEGAL OR LIBELLOUS MATERIAL
9.1 Candida will not reproduce any material or produce any Goods that are, in its opinion, illegal, objectionable, or libellous in nature or that is in breach of any copyright, patent, design or statute.
9.2 The Customer indemnifies Candida in respect of any and all damages claims, costs, and expenses (including actual legal costs and disbursements on a solicitor and own Customer basis) for which Candida may be liable or which it may suffer arising out of any libel or breach of statute or infringement of copyright, patent or design which may arise out of or be associated with the Goods or Services.

10 LIABILITY
10.1 The Competition and Consumer Act 2010 (Cth), the Fair Trading (Australian Consumer Law) Act 1992 (ACT), the Fair Trading Act 1987 (NSW), the NT Consumer Affairs and Fair Trading Act 1990 (NT), the Fair Trading Act 1989 (Qld), the Fair Trading Act 1987 (SA), the Australian Consumer Law and Fair Trading Act 2012 (VIC), the Fair Trading Act 2010 (WA) and other statutes and regulations, general law, equity or otherwise ("Applicable Legislation") may imply guarantees, warranties or conditions or impose obligations upon Candida which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied guarantees, warranties, conditions or terms imposed on Candida, Candida’s liability shall, where it is allowed, be excluded or if not able to be excluded, at Candida's election:
10.1.1 only apply to the minimum extent required by the relevant statute; or
10.1.2 in respect of Goods supplied, be satisfied by Candida electing to do any one or more of the following:
10.1.2.1 replace the Goods or supply equivalent Goods;
10.1.2.2 repair the Goods;
10.1.2.3 pay the costs of replacing the Goods or of acquiring equivalent Goods; or
10.1.2.4 pay the costs of having the Goods repaired; or
10.1.3 in respect of Services supplied, be satisfied by Candida electing to do any one or more of the following:
10.1.3.1 supply the Services again; or
10.1.3.2 pay the costs of having the Services supplied again.
10.2 Except as otherwise provided by clause 10.1:
10.2.1 Candida shall not be liable for any injury, loss or damage of any kind whatsoever, arising from the supply or use of Services and Goods by Candida to the Customer, including indirect or consequential loss whether suffered or incurred by the Customer or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Services and Goods provided by Candida to the Customer; and
10.2.2 The Customer shall indemnify Candida against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of Candida or otherwise, brought by any person in connection with any matter, act, omission, or error by Candida its agents or employees in connection with the Services and Goods; and
10.2.3 Where clause 7.2 applies and the Customer rejects any Goods, any costs incurred by Candida to collect or redeliver such Goods will be to the account of the Customer; and
10.2.4 Unless specifically stated otherwise in the Account Application Form and/or the relevant quote to which a supply relates, Candida’s obligations are limited to the works as quoted and agreed, and Candida will have no obligations to repair any completed works; and
10.2.5 In no event will Candida be responsible for alterations made to any Goods or Services supplied to the Customer; and
10.2.6 If contrary to the disclaimer of liability contained in these terms and conditions of trade Candida is deemed liable to the Customer, following and arising from the supply of Services and Goods by Candida to the Customer, then such liability is limited in its aggregate to $500.

11 AUSTRALIAN CONSUMER LAW
11.1 Subject to clause 10.1, Candida and the Customer agree that the guarantees, warranties and conditions contained in the Applicable Legislation are excluded.

12 SECURITY INTEREST
12.1 The Customer acknowledges and agrees that Candida has a security interest (as that term is defined in the PPSA) in the Goods until such time as it receives payment in full for the Goods. The security interest shall apply to all Goods supplied now or in the future and attaches to the proceeds of sale of the Goods. The Customer shall not allow any Goods subject to the security interest to become a fixture or an accession to, or to be manufactured, processed, assembled or commingled with, any other goods.
12.2 The Customer must not sell, hire, dispose, sublet, or part with possession of, or create or permit to subsist any security interest (as that term is defined in the PPSA) in the Goods which is not in favour of Candida, without the prior written consent of the Candida.
12.3 The Customer confirms that Candida may register a financing statement in respect of the Goods (including any sale proceeds in respect of the Goods) in accordance with the provisions of the PPSA.
12.4 If after due date the debt remains unpaid Candida is entitled to enter the Customer’s premises and seize the Goods unpaid for and to dispose of them as Candida sees fit and to apply such proceeds towards the debt. The Customer hereby irrevocably authorises Candida and Candida’s agents to enter the Customer’s premises to locate and seize the Goods.
12.5 The Customer waives its right under section 157 of the PPSA to receive notice of a verification statement in respect of any financing statement or financing change statement registered by Candida under the PPSA.
12.6 Candida and the Customer agree with each other not to disclose to any other party information of the kind described under section 275(1) of the PPSA without the consent of the other, except in the circumstances required by sections 275(7)(b) to (e) of the PPSA. The Customer agrees that it will only authorise the disclosure of information under section 275(7)(c) of the PPSA or request information under section 275(7)(d) of the PPSA if it has first obtained the approval of Candida. Nothing in this clause prevents any disclosure by Candida that it believes is necessary to comply with its other obligations under the PPSA.
12.7 For the purposes of sections 115(1) and 115(7) of the PPSA, unless Candida otherwise agrees, sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 138B(4), 142 and 143 of the PPSA do not apply.
12.8 For the purposes of section 115(7) of the PPSA, unless Candida otherwise agrees, sections 127, 129(2), 129(3), 132, 134(2), 135, 136(3), 136(4), 136(5) and 137 of the PPSA do not apply.

13 WAIVER AND VARIATION
13.1 Subject to clause 1.2, Candida shall not be deemed to have waived or varied any provision of these terms and conditions or any right or remedy which it may have under these terms and conditions or at law or in equity or otherwise unless the waiver or variation is in writing signed by Candida or an authorised person on its behalf. No waiver of a breach shall be deemed to be a waiver of any other breach or any further breach.

14 CONFLICT
14.1 In the event of any conflict between the terms of any product list or order confirmation or other communication and these terms and conditions, the express provisions contained in the product list or order confirmation or other communication, as the case may be, shall prevail.
14.2 These terms and conditions shall prevail over the Customer’s terms and conditions (if any).

15 RELATIONSHIP
15.1 The Customer agrees and acknowledges that nothing in these terms and conditions shall be deemed to create a partnership, joint venture, fiduciary, employment, agency or other relationship between the Customer and Candida.

16 ASSIGNMENT
16.1 The Customer must not assign any of its rights or obligations under these terms and conditions without the prior written consent of Candida.

17 GOVERNING LAW
17.1 These Terms and Conditions are governed by the laws of New South Wales, Australia and the parties agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them.