eFulfillment Services Pty Ltd contracts with the Customer on these Terms and Conditions
In these Terms and Conditions:
eFulfillment Services means the eFulfillment Services Pty Ltd or eFulfillment Services carrying on business under the name eFulfillment Services or any other business name and eFulfillment Services’ employees and agents.
Customer means the Customer, its employees, agents and representatives.
Goods and Services means the goods and/or services provided by eFulfillment Services to the Customer in accordance with these terms and conditions.
Intellectual Property includes all proprietary rights (registered or unregistered)
including any intellectual or industrial property rights, whether now existing or coming
into existence in the future, related in any way to this Agreement, including inventions,
patents, copyright, trademarks, registered designs and Confidential Information.
Material means any image, artistic work, photograph or text in any medium able to be
visually inspected by eFulfillment Services at its sole discretion.
Terms and Conditions means these terms and conditions and the quotation appearing on this document.
2. ACCEPTANCE AND VARIATIONS
Acceptance of eFulfillment Services quotations will constitute acceptance of these Terms and
Conditions subject only to any variation expressly agreed in writing by an authorised officer of eFulfillment Services. The Customer acknowledges that eFulfillment Services does not accept any other terms contained in the Customer’s documents and the Customer agrees not to rely on any such terms. eFulfillment Services written quotation shall be deemed to have correctly interpreted the Customer’s written or oral instructions and eFulfillment Services shall not be liable for errors or omissions due to oversight or misinterpretation of those instructions.
3. PRICES AND QUOTATIONS
3.1 Prices contained within this quotation are based on eFulfillment Services current material and
procurement costs and expenses (prices). Prices are fixed for a period of 10 days from the date of quotation. All quotations are based on delivery in one lot. Prices are subject to amendment by eFulfillment Services on or after acceptance to meet any rise or fall in costs whether or not foreseeable by eFulfillment Services. Unless otherwise stated by eFulfillment Services in writing no discount shall be allowed.
3.2.1 When quotations are based on Material including specifications, roughs, layouts, samples, dummies, or printed, typewritten or other (good) copy, any extra work or cost caused by any variation to the Customer’s original instructions or caused by the Material being inadequately prepared may be charged to the Customer. Where the Material to be reproduced is a photograph and or company Logo, variations in colour and image quality may occur in the finished product dependent upon the quality of the photograph or file submitted.
3.3 Where the Customer requests a change in the goods and services upon which this quotation is based (request), eFulfillment Services will not be liable for defects caused in whole or in part as a result of a request.
4.1 The Customer warrants that it owns or is licensed to use all intellectual property in the
Materials provided to eFulfillment Services.
4.1.2 eFulfillment Services reserves the right to ask you to prove that you have the right to copy the Material and that permission has been obtained from other individuals or organisations featured. If the Customer is unable to prove either of the above on request, eFulfillment Services may refuse to reproduce the Material. In such instances eFulfillment Services will promptly return your Material and payment will be refunded.
5.1 eFulfillment Services reserves the right not to reproduce the Material you submit if, in its sole discretion, such Material is unacceptable, for whatever reason.
5.2 eFulfillment Services is not liable for errors or omissions in work including artwork, proofs or preparatory work approved by the Customer.
6. TIMING AND DELIVERY
6.1 While every endeavour will be made to ensure that the Material will be reproduced and delivered within quoted agreed time from receipt/lodging, delivery delays may be experienced. If you wish to use the service for a special occasion, you should ensure that the order is placed early enough to allow sufficient time for the order to be fulfilled prior to the special event.
6.2 eFulfillment Services is taken to have delivered the Goods in accordance with these Terms and
Conditions if at the address for delivery provided by the Customer it obtains from any person a receipt or signed delivery docket for the Goods. eFulfillment Services Pty Ltd contracts with the Customer on these Terms and Conditions
7. TERMS OF PAYMENT
7.1 Any goods supplied or to be supplied by eFulfillment Services under this agreement, remain the property of eFulfillment Services until and unless they are fully paid for by the Customer.
7.2 The Customer must prepay for the goods and/or services in full, unless the Customer has an account with eFulfillment Services, in which event the Customer shall pay for the goods and/or services strictly in accordance with the Credit Account Terms.
7.3 Any Goods which are not accepted for delivery or picked up by the Customer at the pick-up/ delivery date nominated by the Customer shall be invoiced on that date and shall be stored by eFulfillment Services for a period of 7 days only after which they may be disposed of at eFulfillment Services’ discretion.
7.4 The Customer agrees to pay all storage and disposal costs and charges, in addition to the outstanding payments.
7.4.1 Jobs not paid with Electronic Funds Transfer (Bank Transfer) will be subject to a 3% administrational fee. This fee will be added to the final Total payable and charged.
7.5 CREDIT ACCOUNT TERMS
7.5.1 Credit will only be granted at the sole discretion of the eFulfillment Services, consequent upon the submission of a completed 7 Day Commercial Credit Account Application and any credit granted may be revised by the eFulfillment Services at any time at its discretion
7.5.2 All accounts are payable strictly 7 days from the Invoice date or unless advised specified.
7.5.3 All credit sales are made upon the following Terms and Conditions. eFulfillment Services reserves the right to withdraw credit facility upon breach by the customer of any of these terms and conditions. The customer herein agrees that upon such withdrawal, any and all monies owing on the account become due and payable immediately.
7.5.4 If these terms and conditions are not strictly observed by the customer, eFulfillment Services may in its absolute discretion, refuse to process jobs or supply to the customer and the eFulfillment Services shall not be liable to the customer for any loss or damage the customer may sustain as a result of such refusal.
7.5.5The costs of collection of any monies due and payable by the customer, including the fees to any Collection Agency or Solicitor engaged by the eFulfillment Services shall be payable by the customer together with interest at the rate of 2% per month (calculated daily) on any outstanding monies due to the eFulfillment Services.
7.5.6 All accounts not paid with Bank Transfer will be subject to a 3% administrational fee. This fee will be added to the final Total payable and charged.
8. CANCELLATION OR SUSPENSION
Cancellation or suspension of all or part of an order shall entitle eFulfillment Services to immediate payment of the full amount of the price.
9. PRODUCTION MATERIAL AND STANDING MATTER
Unless otherwise agreed in writing by an authorised officer of eFulfillment Services and the Customer all sketches and drawings, negatives and dummies and all equipment such as plates, surfaces and dyes (standing matter) prepared by eFulfillment Services and used in production of the Customer’s order shall be the property of eFulfillment Services may be cleaned off and/or broken up at the option of eFulfillment Services immediately upon completion of work. If, at the request of the Customer, eFulfillment Services agrees to keep any Standing Matter, the Customer will be required to pay such additional amount as eFulfillment Services determines reasonable for storage, maintenance and any other attention that eFulfillment Services deems necessary.
10. CUSTOMER’S PROPERTY
Customer’s property and all property and Material supplied to eFulfillment Services by or on behalf of the Customer (including Goods in transit and the contents, quality and attributes of any Materials provided by the Customer) will be held and processed at the Customer’s risk and eFulfillment Services accepts no liability whatsoever for loss or damage to such property or material.
11.1 eFulfillment Services shall not be liable for imperfect work, processing of goods or services, occasioned by defective or unsuitable materials supplied by the Customer. The Customer will be required to pay such additional amount as eFulfillment Services determines is reasonable for the checking of, and necessary alterations to those materials.
12. CLAIMS AND LIABILITIES
12.1 All claims for non-receipt of Goods must be made within 2 days of receipt of invoice relating to those goods.
12.2 All other claims must be made in writing within 7 days of receipt of Goods. The
Customer must permit eFulfillment Services immediately to inspect any Goods the subject of a claim.
12.3 Notwithstanding any other provision in these Terms and Conditions, unless proceedings are brought against eFulfillment Services within 3 months from the date of conclusion of the provision of any Goods or Services by eFulfillment Services, or from the date on which in the ordinary course the provision would have concluded, eFulfillment Services is discharged from all liability in respect of those Goods or services.
12.4 eFulfillment Services shall not be liable for any loss or damage to goods after receipt of Goods by the Customer, its agents or carrier. eFulfillment Services is not liable for any consequential loss or damage whatsoever occasioned by any act or omission of eFulfillment Services whether negligent or otherwise including delays in production or delivery.
12.5 Any warranties implied by the Trade Practices Act 1974 or any state laws in respect of the Goods or Services provided by eFulfillment Services hereunder are hereby excluded to the extent they can be excluded. To the extent they cannot be excluded, then eFulfillment Services’ liability for a breach of any such warranty is limited to the repair, replacement or re-supply of the Goods or Services or the cost of such repair, replacement or re-supply at eFulfillment Services’ option. eFulfillment Services Pty Ltd contracts with the Customer on these Terms and Conditions
13. FORCE MAJEURE
eFulfillment Services shall not be liable to the Customer, nor be in default under these Terms and Conditions for any reason or cause which could not with reasonable diligence be controlled or prevented by eFulfillment Services, including without limitation, acts of God, acts of nature, acts of Governments or their agencies, war, strikes, lockouts, fire, flood, storm, riots, power shortages or power failure, sabotage or ability to obtain sufficient labour, materials, fuel or utilities, or owing to eFulfillment Services’ inability to procure materials except at higher prices due to any of such events.
If the Customer fails to make payment by the due date, or becomes insolvent or subject to bankruptcy law, or being a company, goes into liquidation, administration or has a receiver appointed over any of its assets, eFulfillment Services may cancel this contract (in whole or part) without liability on its part and without prejudice to its right to payment for work performed up to the occurrence of such event.
eFulfillment Services reserves the right to terminate an account with 30 days notice, with no cause or reason. Termination with 30 days notice is where we send the Customer one email notifying the Customer of termination in 30 days, without cause. The Customer will receive a second notice 15 days prior. It is the Customers responsibility to make sure eFulfillment Services has a working email for the Customer. The Customer may have full or limited use of the Customers account during this time, at our discretion, with the intention of allowing the Customer to expire existing inventory without it being shipped back to the Customer. Any inventory that remains on the 30th day will be shipped to the billing address on the Customers account or to a Victorian address provided by the customer but must be within 20 Kilometres from eFulfillment Services site location of customers goods stored, at the Customers expense. If no address is available, we immediately liquidate the Customers remaining inventory. See section 26 Lien
15. INDUSTRIAL PROPERTY
All technical information, drawings, specifications and other matter supplied or
Communicated in confidence by eFulfillment Services to the Customer is the property of eFulfillment Services and must not be used or disclosed to any unauthorised person or company by the Customer. Unless otherwise agreed by eFulfillment Services all intellectual property created in the performance of this agreement is the property of eFulfillment Services.
16.1 The Customer indemnifies eFulfillment Services against any and all loss and damage eFulfillment Services suffers arising directly or indirectly as a result of this agreement and/or incurred in connection with any claim, demand, suit, proceeding, cause of action, prosecution or legal proceeding (including any appeal) brought against eFulfillment Services including for infringement of any intellectual or industrial property rights, of any person or body (including, but not limited to any compensation, fines and penalties or clean-up, removal and disposal costs and any costs, charges and expenses (including, but not limited to legal costs and expenses on a full indemnity basis). It is not necessary for eFulfillment Services to incur expenses or make any payment before enforcing this right of indemnity.
The indemnity applies even if the legal liability or loss or the costs, charges and expenses are attributable to any negligent or wilful act, default or omission of eFulfillment Services.
The Customer authorises eFulfillment Services to use Sub-Contractors for the performance of any work or service to be provided under those terms and conditions. Every right, limitation, condition, exemption from liability, defence and immunity applicable or available to eFulfillment Services under these Terms and Conditions is available and extends to protect all Sub-Contractors.
It is agreed that if any part or provision of these Terms and Conditions is unenforceable, it may be severed without affecting the continuing validity of the other clauses.
19. GOVERNMENT TAXES
Notwithstanding the effect of any other provision in these Terms and Conditions eFulfillment Services is entitled to recover from the Customer the amount of any state or commonwealth sales tax, use tax, consumption tax, goods and services tax, value-added tax or any similar tax, eFulfillment Services or duty levied upon Goods or payable by eFulfillment Services in respect of Goods and Services supplied to or by the Customer and whether it is currently in force or comes into force after the commencement of these Terms and Conditions.
20. GOVERNING LAW
This contract shall be construed and governed by the laws of the State of Victoria and the Customer agrees to submit to the exclusive jurisdiction of the courts of that State in any proceedings in connection herewith.
21. WHOLE OF AGREEMENT
eFulfillment Services’ quotation and these Terms and Conditions, contain the whole of the agreement between eFulfillment Services and the Customer and any representation or warranty made by eFulfillment Services prior to entering into this agreement shall have no force or effect.
22. Inventory must be free and clear
Shipments must be free and clear of all duties and fees prior to arriving at eFulfillment Services. The Customer must be the ultimate consignee, and take responsibility for the Customers merchandise clearing any customs, government or carrier inspections. If merchandise arrives and any of these issues are not free or clear eFulfillment Services may not accept the shipment.
23. Defective Product or Packaging; Obsolescence; Disposal
We reserve the right to refuse, dispose of and/or return at the Customer cost any product we deem unfit, dangerous, illegal, requiring special attention, or otherwise interfering with our normal operations. The Customer is also liable for any additional labour and materials needed to handle defective product or packaging.
24. Access to Inventory
Once product is received by eFulfillment Services the Customer must submit a standard order for shipping if the Customer wishes to move the product to another location. Sending a third party to pickup the product(s), or coming to pickup product for the Customer, must follow standard lodgment order method. eFulfillment Services Pty Ltd contracts with the Customer on these Terms and Conditions
25. Abandoned Account and Liquidation.
If the Customers fees remain unpaid for a period of 30 days, the Customers account will be reclassified as an Abandoned Account. All rights to ownership of funds and inventory are immediately forfeited by the customer. Inventory will become immediately and irrevocably unavailable, and liquidation proceedings will begin. The Customer agrees the inventory will be free and clear of liability, and that the Customer will assume any liability therefore. The Customer will have no rights to the liquidation proceeds subject to section 26 Lien.
The Customer grants to eFulfillment Services a lien over the Goods owned and paid for by the Customer, and any related documents in the possession of eFulfillment Services from time to time, for any and all monies due by the Customer to eFulfillment Services from time to time, and eFulfillment Services has the right to sell any of the Goods on 30 days notice to the Customer and to apply the proceeds, less costs of sale, in reducing monies owing.
27. Warehouseman’s Lien
Nothing in this Agreement restricts any rights conferred to eFulfillment Services by any legislation or regulations relating to warehouseman’s lien.
28. The Customers Liability
The Customer is responsible for all fees, fines, penalties, claims, charge backs and other liability incurred by eFulfillment Services, a eFulfillment Services User, or a third party caused by or arising out of the Customers breach of this Agreement, and/or the Customers use of the Services. The Customer agrees to reimburse eFulfillment Services, a User, or a third party for any and all such liability.
29. Actions by eFulfillment Services.
If the Customer engages in any Restricted Activities, we may take various actions to protect eFulfillment Services , a User, a third party, or the Customer from Reversals, Charge backs, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
a) We may close, suspend, or limit the Customers access to their Account or the Services (such as limiting the Customers ability to send us merchandise , and the Customers ability to have us ship merchandise, add funds, or remove financial Information);
b) We may update inaccurate Information the Customer provided us;
c) We may refuse to provide our Services to the Customer in the future;
d) We may hold the Customers inventory for up to 180 Days if reasonably needed to protect against the risk of liability; and
e) We may take legal action against the Customer.
f) eFulfillment Services, in its sole discretion, reserves the right to terminate this Agreement, access to its website, or access to the Service for any reason and at any time upon notice to the Customer.
eFulfillment Services are not responsible for damages or loss of goods delivered and or stored at eFulfillment Services site. It is the customers responsibility to insure all goods. This includes but not limited to all freight/shipping agents.
31. Acceptable Use Policy Violation
If the Customer violate eFulfillment Services Acceptable Use Policy as set forth below in sections (a), (b), or (c), then we may contact authorities and fine the Customer AUD $500.00 for each such violation and may take legal action against the Customer to recover additional losses we incur. The Customer acknowledges and agree that AUD $500.00 is presently a reasonable minimum estimate of eFulfillment Services damages, considering all currently existing circumstances, including the relationship of the sum to the range of harm to eFulfillment Services that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult. eFulfillment Services may deduct such fines directly from any existing Balance in the offending Account, or any other eFulfillment Services Account the Customers control. The specific activities that may subject the Customer to fines by eFulfillment Services are:
a) Using the Service to receive or ship merchandise for any sexually oriented or obscene materials or services;
b) Using the Service to receive or ship merchandise for any weapons, narcotics, other controlled substances, steroids or prescription drugs in violation of the Prescription Drugs and Illegal Drugs and Drug Paraphernalia elements of the Acceptable Use Policy; or
c) Using the Service to receive or ship merchandise for wagers, gambling debts or gambling winnings, regardless of the location or type of gambling activity.