1. All business undertaken by the Company is transacted subject to the following conditions which shall be deemed to be incorporated in any contract between the Company and the Customer and may not be varied or excluded except in writing signed by a Director of the Company.

Definitions

2.In this contract:- “The Company” means CENTRICA GROUP PTY LTD, its servants, agents, successors and assigns.
“The Customer” means the person, firm or company with whom the Contract is made.
“The Contract” means a contract between the Company and the Customer for the supply or performance of services by the Company for the Customer.
“The Services” means the services specified in writing in the Company’s quotation to the Customer or in any letter or other document signed by a director or other duly authorised officer of the Company.
“Subcontractor” means and includes any person, firm or company with whom the Company may arrange for the performance of all or any Services required by its contract with the Customer.
“GST” means Goods and Services Tax payable under the GST law as that expression defined in Section 195-1 of the Act entitled “A New Tax System (Goods and Services Tax) Act, 1999”.

Contract

3.The Customer engages the Company to perform the Services and the Company agrees to perform the Services upon and subject to these conditions.

Right of Company to Subcontract

4.Any instructions given to the Company may in the absolute discretion of the Company be complied with by the Company itself by its own servants performing all or any of the Services or by the Company engaging Subcontractors to perform all or any part of the Services on such conditions as the Company may think fit.

Quotations

5.Quotations are given by the Company on the basis of prompt acceptance by the Customer and subject to the right of the Company to withdraw or revise any quotation prior to its acceptance. If any changes occur in the rates and or quantities of printing, packaging, insurance, postage or other charges applicable to the Services after acceptance of the quote, charges will be subject to revision accordingly with or without notice to the Customer.

GST

6.The Company will charge an amount on account of GST liability for services rendered as per the “New Tax System (Goods and Services Tax) Act 1999”

Terms of payment

7. a. If services under this Agreement are to be performed progressively over a period exceeding one week, the Company is entitled to invoice the Customer at intervals of not less than one week for Services performed up to the date of invoice.
b. Unless otherwise stated postage is due prior to lodgement.
c. Unless otherwise agreed in writing by the Company, all invoices are payable by the Customer within fourteen days from the date of invoice.
d. First order terms: 50% deposit; paid prior to commencement of service. The balance will be invoiced on completion and subject to our standard fourteen days.
e. Postage on Centrica account is subject to a 10% surcharge.

Non-payment

8.If any amount is due and payable to Centrica Group Pty Ltd by a Customer but remains unpaid, Centrica Group Pty Ltd may (without the need for further notice or demand and without prejudice to any other rights or remedies which may be available to it) do any one or more of the following:
a. charge and recover interest on the outstanding amount, calculated daily at a rate 2% above the overdraft rate on balances of $1,000 then charged by Centrica Group Pty Ltd bankers;
b. take possession of any Products or any other goods held in the Storage Facility on the Customer's behalf, sell the same and, after deducting the costs of such sale and the amount owing to Centrica Group Pty Ltd, remit the balance (if any) to the Customer;
c. cancel any outstanding order placed by the Customer and apply any amount paid in respect of such order to the payment of amounts owing to Centrica Group Pty Ltd.

Warranties by the Customer

9. The Customer warrants to the Company:-
a. The accuracy and reliability of its own customer lists and all other information and data including claims stated or asserted or required to be stated or asserted in marketing, promotional or advertising materials intended to be published or distributed by the Company or for the Customer.
b. The suitability of all artwork and all packaging, wrapping, labelling and other materials supplied by the Customer to the Company for the purposes of the Contract or specified by the Customer or obtained by the Company from suppliers nominated by the Customer.

Confidentiality

10. a. The Company undertakes to treat as confidential all customer lists supplied by the Customer and all other information disclosed by the Customer to the Company and specified by the Customer as confidential by either:-
i. Placing the word “confidential” on any document or object containing information which is regarded as confidential; or
ii. In the case of information given to the Company verbally, setting out in confirmatory correspondence that the verbal information given is to be regarded as confidential and repeating in that correspondence the exact nature of the information which is regarded as confidential.
b. The Company will not without the prior written consent of the Customer disclose at any time any such confidential information or use any such confidential information in any manner which may cause or be calculated to cause injury or loss to the Customer.

Packaging of goods

11. Unless the Company is instructed in writing to pack, wrap, envelope or otherwise prepare goods or promotional materials for delivery to recipients nominated by the Customer, the Customer warrants that all goods and materials have been properly and sufficiently packed, prepared, collated wrapped, enveloped or otherwise prepared for delivery.

Warehousing of goods and materials

12. Pending forwarding, delivery or postage, goods promotional materials mail outs or other items may be warehoused or otherwise held by the Company at any place or places in the sole discretion of the Company and the costs of warehousing or storing such items will be for the account of the Customer.

Company not to insure

13. Insurance will not be arranged by the Company. It is the responsibility of the Customer to ensure that the adequate insurance cover is arranged in view of the application of all clauses hereof upon which the Company accepts goods or promotional materials for postage, delivery or distribution to recipients nominated by the Customer.

Noxious, dangerous and hazardous goods

14. Except under special arrangements previously made in writing the Company will not accept or deal with any noxious, dangerous, hazardous or inflammable or explosive goods or materials likely to cause property damage or personal injury.

Trade Practices Act (as amended)

15. Notwithstanding anything herein contained, the Company shall continue to be subject to any implied terms conditions or warranties imposed by the Trade Practices Act 1974 (as amended) or any other Commonwealth or State legislation if and to the extent that the said legislation is applicable to this contract and prevents either expressly or impliedly the exclusion, restriction or modification of any such term, condition or warranty.

Dispute Resolution

16. If a dispute arises out of or relates to this Contract, or the breach, termination, validity or subject matter thereof, the parties agree to endeavour to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (‘ACDC’) before having recourse to litigation. The mediator must be a person agreed by the parties. ACDC will assist the parties by providing a list of professional mediators.

Force Majeure

17. No party shall be liable nor deemed to be liable to the other party for failure or delay in meeting any obligation under this Contract due to strikes and/or lockouts (whether of their own employees or those of others and whether or not the party against whom such action is taken could have avoided the same by acceding to the demands of the employees responsible for such action), Acts of God, war, fire, flood, embargo, litigation, acts of government or any agency instrumentality or any political subdivision thereof, or any other cause beyond the control of the party which had the duty to perform. In any such event, the time for performance of the obligations under this Contract shall be extended by the same period or periods (as the case may be) for which performance is delayed. The party so affected will use its best endeavours to avoid or remove such causes of non-performance and will continue performance as soon as such causes are removed. Nothing in this clause will be construed as requiring the affected party to settle any industrial dispute.

Cancellation

18. In the event of an order being cancelled, Centrica reserve the right to withhold costs incurred for administration, goods and services provided up to the time of cancellation.

Further Assurance

19. Each party will do, sign and execute all acts, deeds, documents and things as may be reasonably required by the other party to effectively carry out and give effect to the terms and intentions of this Contract.

No Assignment

20. Neither party may assign its rights under this Contract without the prior consent in writing of the other party, such consent not to be reasonably withheld.

Notices

21. Any notice required or permitted under this Contract must be in writing signed by or on behalf of the party giving it, and will be deemed to have been received by the intended party when copies are delivered personally to that party at its place of business last known to the party giving such notice, or when they are faxed to that party at its fax number last known to the party giving such notice. Proof that the notice was properly addressed and posted, telexed, or faxed will be sufficient evidence of service.

Proper Law

22. This Contract will be governed by and construed pursuant to the laws of New South Wales and the parties agree to submit to the jurisdiction of the Courts of New South Wales in connection with any dispute relating to this Contract.

Rights not affected by failure to enforce

23. The failure of either party at any time to enforce any of the provisions of this Contract or any rights in respect hereto or to exercise any election provided will not be a waiver of such provisions, rights or elections or affect the validity of this Contract.

Severability

24. Any provision of this Contract which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Contract or affecting the validity or enforceability of such provisions in any other jurisdiction.

Incorporation of terms and conditions CENTRICA GROUP PTY LTD (ABN 95 105 796 781) TERMS and CONDITIONS