These Terms and Conditions of Purchase (“Terms”) apply to all orders (“Orders”) for printable media and other goods (“Goods”) and all website, manufacturing, storage, delivery, and other services submitted to LexJet Corporation (ABN 79 166 775 525) (“LexJet Direct”) by any person, firm, corporation or entity (“Buyer”). Upon LexJet Direct accepting an Order, a binding contract is entered into between LexJet Direct and the Buyer on the terms and conditions set out in these Terms and the Order.
Upon its acceptance of an Order, LexJet Direct shall charge the Buyer the price of any Goods and Services the subject of the Order, plus any applicable taxes, freight, courier and other charges.
The Buyer shall pay the price stated in the Order by the date specified in the Order, or if no date for payment is specified, within 30 days of the date of the Order. The Buyer shall make payment in immediately available funds by a method of payment specified by LexJet Direct without deduction or set off. If the Buyer fails to make payment by the due date for payment, LexJet Direct may charge interest at a rate of 2% above the AFMA’s 90 day Bank Bill Swap Rate on a daily basis from the due date for payment until payment is made. Unless otherwise agreed by LexJet Direct, the Buyer must make payment in full prior to delivery or supply of the Goods or Services.
Subject to any rights of refund that may not be excluded at law, the Goods may only be returned within 7 days of the date of an Order for credit or exchange (and no refunds will be made) provided that: (a) custom-made or custom-processed Goods, or Goods acquired specifically for the Buyer, will only be returnable with LexJet Direct’s written consent; and (b) the Goods remain in new and saleable condition. At LexJet Direct’s discretion, Goods returned for credit or exchange may incur a fee equal to LexJet Direct’s costs of receiving the returned Goods and administration of the transaction, provided however that the maximum fee per Order shall be $300.
No dealing between LexJet Direct and the Buyer shall be or be deemed to be a sale by sample.
LexJet Direct shall arrange for the delivery of Goods and Services at the address for delivery specified in the applicable Order.
Risk in the Goods passes to the Buyer upon the earliest of: (a) delivery to the Buyer or his agent; and (b) delivery to a carrier nominated by the Buyer or by LexJet Direct on the Buyer’s behalf.
Goods delivered to the Buyer are subject to freight and/or courier charges as determined by LexJet Direct from time to time and which shall be payable by the Buyer. Freight and/or courier charges will be included in the charge for the relevant Order.
Title to the Goods passes to the Buyer upon the Buyer’s payment in full of all amounts owing under the applicable Order.
Packing of Goods will be effected in accordance with LexJet Direct’s standard practice and the cost of packing is included in the price of the Goods.
LexJet Direct shall use its reasonable endeavours to supply any Goods and Services in accordance with any timeframes specified in an Order.
The Buyer acknowledges and agrees that LexJet Direct is not under any circumstances liable for any claim, loss or damage sustained or incurred by the Buyer or any other party arising in connection with any unavailability, delay in the supply, or failure in the supply of any Goods or Services (or part thereof).
Without limiting the foregoing, the obligations of LexJet Direct shall be suspended during the time, and to the extent, that LexJet Direct is prevented from or delayed in complying with those obligations by circumstances beyond the reasonable control of LexJet Direct, including (but not limited to) inevitable accident; storm; flood; fire; earthquake; explosion; peril of navigation; hostility; war (declared or undeclared); insurrection; strike; lockout or other labour difficulty; executive or administrative order, or act (either general or of particular application) of any government (whether de jure or de facto) or of any official purporting to act under the authority of that government; prohibition or restriction by domestic or foreign laws, regulations or policies; quarantine or customs restriction; break down; or damage to, or confiscation of, property.
To the extent permitted by law, all statutory, implied and other conditions, warranties and guarantees relating to the supply of the Goods and Services by LexJet Direct are hereby excluded. Without limiting the foregoing, LexJet Direct makes no warranty or representation as to the quality or performance of the Goods or Services or their suitability for a particular purpose. The Buyer warrants that it has assessed the suitability of the Goods and Services for its purpose. To the extent permitted by law, the Buyer purchases and uses the Goods and Services at its own risk and without any liability or responsibility on the part of LexJet Direct.
The Goods and Services supplied by LexJet Direct may come with conditions, warranties and guarantees that may not be excluded at law. To the extent that any such condition, warranty or guarantee cannot be excluded at law, LexJet Direct’s liability for breach of such condition, warranty or guarantee, or liability is limited at the option of LexJet Direct: (a) in the case of Goods, to the repair or replacement of the Goods, the supply of equivalent goods, or the payment of the cost of repairing or replacing the Goods or acquiring equivalent Goods; and (b) in the case of Services, to the resupply of the Services or the payment of resupplying the Services.
To the extent permitted by law, LexJet Direct’s liability, whether in contract, tort (including negligence), statute, equity or any other basis in law or equity, arising out of or in connection with any Order made under these Terms: (a) is excluded to the extent the liability is for any “Excluded Losses”, being loss of profits or business, loss of revenue, loss of anticipated savings, loss of opportunity, loss of goodwill, loss of reputation, loss of use and any losses that may not fairly and reasonably be considered to arise directly and naturally, that is according to the usual course of things, from a breach, act or omission relating to the Goods, Services or these Terms; and (b) is limited for all other losses, in aggregate, to the amount paid by the Buyer under the Order.
The Buyer agrees to check all Goods and Services for compliance with all applicable standards and regulatory bodies before use, on-sale or application and to use or apply the Goods and Services in accordance with those standards and regulations.
The Buyer is liable for and shall indemnify LexJet Direct and its officers, employees, contractors and agents against any liability, loss, claim, charge, payments made, cost or expense whatsoever, whether arising under contract, statute or common law, incurred or sustained by any of them arising out of or in connection with: (a) the use, display, modification, distribution, offer for sale, sale or other exploitation of, the Goods and Services by the Buyer or any person authorized by the Buyer; (b) a breach of these Terms by the Buyer; (c) any infringement of the rights of a third party caused or contributed to by the Buyer; and (d) any unlawful, fraudulent, negligent, reckless, or willful act or omission of the Buyer.
The parties acknowledge and agree that any prices set out in Orders are exclusive of GST.
LexJet Direct will provide to the Buyer a valid Tax Invoice on or before the time at which payment is to be made to LexJet Direct by the Buyer or an invoice or statement is issued in relation to the Goods or Services supplied by LexJet Direct, whichever occurs first.
The amount of GST to be calculated on the price of the Goods or Services net of any rebate, discount or other adjustment. If the amount of GST in respect of Goods or Services supplied to the Buyer is reduced after payment of a Tax Invoice, LexJet Direct must promptly issue an Adjustment Notice and refund to the Buyer the amount by which the GST is reduced.
Capitalised terms used in this Clause, but not defined in these Terms, have the meanings given to them in the A New Tax System (Goods and Services Tax) 1999 (Cth).
Without prejudice to any of its rights, powers or remedies LexJet Direct may terminate an Order immediately without any liability to the Buyer if: (a) payment for the Order is not made by the Buyer in accordance with these Terms; (b) the Buyer otherwise breaches of these Terms. LexJet Direct shall not be liable for any loss or damage arising out of its termination of an Order in accordance with this Clause.
A notice or other communication required or permitted to be given by a party to another shall be in writing and delivered personally or sent by pre-paid post or facsimile or email to that party’s address or facsimile number or email address stated in an Order or as notified in writing to each party from time to time.
The Buyer warrants that any design or instruction furnished to LexJet Direct will not cause LexJet Direct to infringe any rights of a third person (including any copyright, patent, design, trade mark or other intellectual property or moral rights) in the execution of the Buyer’s order.
These Terms, the supply of the Goods or Services does not confer on the Buyer any right, title or interest in or to the Intellectual property rights of LexJet Direct or any other person.
The parties expressly agree that the Order shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted in Vienna in 1980 (known as the Vienna Convention) and that the provisions of the Vienna Convention are expressly excluded.
The law governing these Terms, including as incorporated into any Order, is the law of New South Wales, Australia. The parties irrevocably submit themselves to the exclusive jurisdiction of the courts of New South Wales, Australia (and any appellate courts) in respect of any matter arising hereunder.
In the event that any of the provisions of these Terms cannot be given full force or effect by reason of statutory invalidity, uncertainty or otherwise, the said provision, which cannot be given full force or effect shall be severed, ignored or read down restrictively to maintain and uphold so far as possible, the remaining provisions.
The failure of LexJet Direct to enforce any right shall not be considered a waiver of that right or part of a right, and shall not prevent LexJet Direct enforcing that right or part of a right in the future. Any waiver by LexJet Direct is only enforceable if made in writing.
LexJet Direct may unilaterally vary these Terms from time to time, provided that LexJet Direct may not unilaterally vary these Terms in respect of any Order after the date LexJet Direct accepts that Order. Any other variation of these Terms or an Order must be by the agreement of the parties in writing.
LexJet Direct may assign or subcontract its rights and obligations under these Terms to a third party. The Buyer must not assign or subcontract its rights or obligations without LexJet Direct’s written consent.
These Terms, together with the terms of each Order, constitute the entire agreement between the parties in connection with that Order and supersedes all previous agreements or understandings between the parties in connection with that Order. No oral explanation or information provided by any party to another affects the meaning or interpretation of these Conditions or any Order or constitutes a collateral agreement, warranty or understanding between any of the parties.