Standard Terms & Conditions of Trade

All goods and services purchased from Brown Prior Anderson are sold strictly in accordance with Brown Prior Anderson's standard terms and conditions of sale as recommended by the Printing Industries Association of Australia.

Brown Prior Anderson reserve the right to deliver +/- 5% of the quantity ordered.

In the event of a misunderstanding, conflict of opinion or dispute, Brown Prior Anderson will refer to the standards as laid down in the A.G.P.S publication, Australian Print Standards ISBN 0 644 25598 6

Please follow links below for detailed terms and conditions:

1. Introduction
2. Quotations
3. Charges
4. Delivery
5. Payment
6. Non-Payment
7. Liability
8. General Matters

1.1 Application of Terms and Conditions

These Terms and Conditions are incorporated into any contract between Brown Prior Anderson and client for the supply of goods and/or services by Brown Prior Anderson to the client.

In these Terms and Conditions;

"Business Day" means a day on which banks are open for general banking business in the State or Territory in which Brown Prior Anderson's premises are located.
"Estimate" means the estimate referred to in sub-clause 2 (as amended with clause).
"Goods" means the final goods produced by Brown Prior Anderson by completing the order.
"Order" means the work required to be done in order to fulfil the customer's instructions.
"Quote" means the quote described in clause 2.1

Brown Prior Anderson may give the client a quotation specifying :

a) The work required to be done in order to fulfil the customers instructions; and
b) An estimate of Brown Prior Anderson's charge

The quotation shall not constitute an offer and may be varied or withdrawn by Brown Prior Anderson at any time prior to acceptance by the client.

When Brown Prior Anderson has given the client the quotation:

a) Brown Prior Anderson need not commence work until the quote has been accepted by the client.
b) The client may accept the quotation by instructing Brown Prior Anderson to commence work.
c) Acceptance by the client of the quote will constitute acceptance by the client of these Terms and Conditions.

Unless Brown Prior Anderson and the client agree otherwise, the estimate may at any time before the order is completed, be amended by Brown Prior Anderson to take into account any rise or fall in the cost of performing the order.

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When the order has been completed, Brown Prior Anderson may issue an invoice to the client for the amount of the estimate or, if no estimate was made, an amount representing Brown Prior Anderson's charge for the work done, and for any of the other charges specified in clause 3.2. If permitted by these Terms and Conditions, Brown Prior Anderson may, at other times, issue invoices to the client.

In addition to the amount of the estimate, Brown Prior Anderson may charge the client:

a) the amount of any G.S.T payable on:

(i) the Goods
(ii) any goods produced in the course of performing the order

b) fees for any preliminary work required to be done as a result of the client's request
c) fees for additional work required to be done as a result of the client's changing his, her or its instructions or by the material being badly presented;
d) fees and other charges for work required to be done urgently, including any overtime costs;
e) fees for handling or storing material or equipment supplied by the client for the purposes of the order;
f) freight costs and charges;
g) other charges, fees or disbursements referred to in these Terms and Conditions and not specified in this clause;

Where verbal instructions only are received from the client, Brown Prior Anderson shall not be responsible for errors or omissions due to oversight or misinterpretation of these instructions.

Unless Brown Prior Anderson and the client agree otherwise, the client must collect the Goods from Brown Prior Anderson's premises upon being notified by Brown Prior Anderson that the Goods are ready for collection

The client may only reject the Goods if they do not comply with the client's instructions. If the client wishes to reject the Goods, the client must notify Brown Prior Anderson of the rejection.

(a) If Brown Prior Anderson is required to deliver the Goods to client's premises within 7 days of delivery (or such other time as is agreed);
(b) Otherwise within 7 days of notification that the goods are ready for collection (or such other time as is agreed).

The risk in the Goods passes to the client:

(a) If Brown Prior Anderson is required to deliver the Goods to the client's premises at the time of delivery;
(b) Otherwise at the time Brown Prior Anderson notifies the client that the Goods are ready for collection.

If the client is entitled to reject the Goods and rejects the Goods in accordance with these terms and conditions, risk reverts to Brown Prior Anderson at the time the client notifies Brown Prior Anderson that the goods are rejected.

Every endeavor will be made to deliver the correct quantity delivered, but owing to the difficulty of producing exact quantities, estimates and/or orders are conditional upon a margin of five percent being allowed for overs or shortages which shall be charged or deducted on a run-on cost basis.

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Unless Brown Prior Anderson and customer agree otherwise, on delivery of the goods in accordance with the terms and conditions, the invoice price shall be paid to Brown Prior Anderson on that day.

Brown Prior Anderson may charge interest at the 90-day bill rate on amounts not paid within the time specified in clause 5.1.

Brown Prior Anderson may:

(a) If the printer has not previously done work for the client, issue an invoice for the amount of the Estimate before commencing the order;
(b) If completing the Order will take more than 2 months, at any time before the Order is completed, issue one or more invoices for a proportion of the amount of the Estimate (the proportion to be at Brown Prior Anderson's discretion) or require a proportion of the estimate to be paid in advance of any work being done.

If the order is suspended for more than 30 days at the request of the client or as a result of something for which the client is responsible, Brown Prior Anderson may issue an invoice for a particular sum (to be specified by Brown Prior Anderson) for the work already done and for costs incurred by Brown Prior Anderson (such as storage costs).

Until the client has paid all sums outstanding in relation to the Goods:

(a) Property in the Goods does not pass from Brown Prior Anderson to the client.
(b) If the Goods are in the client's possession, the client holds the Goods as trustee for Brown Prior Anderson and must store the Goods so that they are clearly identifiable as the property of Brown Prior Anderson.
(c) Brown Prior Anderson may call for and recover possession of the Goods (for which purposes Brown Prior Anderson's employees or agents may enter the client's premises and take possession of the Goods without liability to the client and the client must deliver the Goods to Brown Prior Anderson if so directed by Brown Prior Anderson.
(d) The client may, in the ordinary course of the client's business sell the Goods to a third party but:

(i) The proceeds of sale to the third party are held by the client as trustee for Brown Prior Anderson and the client must account to Brown Prior Anderson for those sums.
(ii) If Brown Prior Anderson requires, the client must assign to Brown Prior Anderson the client's claim against the third party and must execute all documents necessary to effect that management.

Brown Prior Anderson shall, in respect of all sums owed by the customer to Brown Prior Anderson, have a general lien on all property of the client in Brown Prior Anderson's possession and may after 14 days' notice to the client sell that property and apply the proceeds (net of any sale costs) in satisfaction of all or any part of the sums owed.

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If Brown Prior Anderson submits to the customer a proof or dummy of the Goods, Brown Prior Anderson will not be responsible for any errors in the Goods which appeared in the proof or dummy and which were not corrected by the client before the order was completed.

The parties acknowledge that, under applicable State and Commonwealth law, certain conditions and warranties may be implied in these Terms and Conditions and there are rights and remedies conferred on the client in relation to the provision of the Goods or of services which cannot be excluded, restricted or modified by agreement ('Non-excludable Rights').

Brown Prior Anderson disclaims all conditions and warranties expressed or implied and all rights and remedies conferred on the client, by statute, the common law, equity, trade, custom or usage or otherwise and all those conditions and warranties and all those rights and remedies are excluded other than any non-excludable Rights. Where (and to the extent) permitted by law, the liability of Brown Prior Anderson for a breach of a non-excludable Right is limited at Brown Prior Anderson's option, to the supplying of the Goods and / or any services again or payment of the cost of having the Goods and / or any services supplied again.

Notwithstanding any other provision of this agreement, Brown Prior Anderson is in no circumstances (whatever the cause) liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the client for:

(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party; or
(d) any special, indirect or consequential loss or damage of any nature whatsoever.

Brown Prior Anderson will not be liable for the damage, loss or destruction of any property of the customer in Brown Prior Anderson's possession unless the loss or damage is due to the failure of Brown Prior Anderson to exercise due care and skill in handling or storing the property.

Brown Prior Anderson will have no liability to the client in relation to any loss, damage or expense caused by Brown Prior Anderson's failure to complete the Order or to deliver the Goods as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of Brown Prior Anderson's normal suppliers to supply necessary materials or any other matter beyond Brown Prior Anderson's control.

If a contract between Brown Prior Anderson and a client exist, the specific Terms and Condition of that agreement proceed the Standard Terms and Conditions. All Terms and Conditions not mentioned in the existing contract are governed by the Standard Terms and Conditions of Brown Prior Anderson.

If the contract between Brown Prior Anderson and the client relates to more than one issue of a periodical:

(a) Each issue will, for the purpose of these Terms and Conditions, be considered to be one order.
(b) Subject to sub-clause (c) a party may not terminate a contract to which these Terms and Conditions apply unless:

(i) in the case of periodicals published weekly or more frequently, that party has given 4 weeks' notice of that party's intention to terminate the contract;
(ii) in the case of periodicals published fortnightly or more frequently (but less frequently than weekly), that party has given 8 weeks' notice of that party's intention to terminate the contract;
(iii) in the case of periodicals published less frequently than fortnightly, that party has given 13 weeks' notice of that party's intention to terminate the contract.

(c) Notwithstanding sub-clause (b), Brown Prior Anderson may terminate the contract at any time if the customer is in breach of any of provision of these Terms and Conditions relating to payment.

If Brown Prior Anderson has to obtain goods and/or services not normally stocked and supplied by Brown Prior Anderson from a third party in order to carry out the client's instructions:

(a) Brown Prior Anderson will not be liable for any breach of these Terms and Conditions if that breach is a result of or is connected with the supply by the third party of the goods and/or services.
(b) Brown Prior Anderson acquires the goods and/or services as agent for the client and not as principal and will have no liability to the client in relation to the supply of those goods and/or services. Any claim by the client in relation to the supply of those goods and/or services must be made directly against the third party.
(c) The client must pay for the goods and/or services.
(d) Property in any goods obtained from a third party and incorporated into the Goods passes to Brown Prior Anderson at the time of incorporation.

If Brown Prior Anderson and the client agree that the client is responsible for supplying materials or equipment for the purposes of the Order:

(a) The client must supply sufficient quantities of materials to allow for spoilage, such quantity to be specified by Brown Prior Anderson.
(b) Brown Prior Anderson will not normally count or check the materials and if requested by the client to do so may charge for counting or checking.
(c) Brown Prior Anderson will not be responsible for any defects in the Goods which are caused by defects in or the unsuitability of materials or equipment supplied by the client.
(d) Property in any materials supplied by the client and incorporated into the Goods passes to Brown Prior Anderson at the time of incorporation.

If the client leaves property in Brown Prior Anderson's possession without specific instructions as to what is to be done with it, Brown Prior Anderson may, 12 months after gaining possession of the property, dispose of or sell the property and retain any proceeds of sale as compensation for holding and handling the property.

Brown Prior Anderson has no obligation to insure any property of the client in Brown Prior Anderson's possession. The client must pay the cost of any insurance arranged by Brown Prior Anderson at the request of the client.

Unless Brown Prior Anderson and client agree otherwise, drawings, sketches, paintings, photographs, designs, typesetting, dummies, models, negatives, positives, blocks, engravings, stencils, dies, Electro's, stereos and other material produced by Brown Prior Anderson in the course of or in preparation for performing the Order (whether or not in fact used for the purposes of performing the Order) are the property of Brown Prior Anderson.

(a) Unless Brown Prior Anderson and the customer agree otherwise, the copyright in all works of art created by Brown Prior Anderson is the property of Brown Prior Anderson.

(b) The client

(i) warrants that the client has copyright in all works of art supplied by the client to Brown Prior Anderson for the purposes of the Order: and

(ii) must indemnify Brown Prior Anderson against all liability, losses or expenses incurred by Brown Prior Anderson in relation to or in any way directly or indirectly connected with any breach of copyright or of any rights in relation to copyright.

The client must keep confidential and not use any ideas communicated by Brown Prior Anderson to the client without Brown Prior Anderson's consent.

A power or right is not waived solely because the party entitled to exercise that power or right does not do so. A single exercise of a power or right will not preclude any other or further exercise of that power or right or of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

Any provision in these Terms and Conditions is invalid or unenforceable in any jurisdiction must be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable. If that provision cannot be read down then it is capable of being severed to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of that provision in any other jurisdiction.

These Terms and Conditions are governed by the law in force in the State or Territory in which Brown Prior Anderson premises are located and the parties submit to the non-exclusive jurisdiction of the courts of that State or Territory and any courts which may hear appeals from those courts in respect of any proceedings in connection with these Terms and Conditions.