APPLECore Promotions

APPLE CORE PROMOTIONS TERMS AND CONDITIONS


APPLICATION OF THESE TERMS AND CONDITIONS


The Customer agrees that prior to placing an order with ACP, the Customer has read and agreed to these Terms and Conditions. In this Agreement, “ACP” is Apple Core Promotions Pty Ltd ABN 37 612 852 801, its successors and assigns and any person acting on behalf of and with the authority of Apple Core Promotions Pty Ltd; “the Customer” is the legal entity or individual ordering goods on ACP’s website and named as the customer on ACP’s website quote; “Goods” means promotional products and associated goods as more particularly described on ACP’s quote, tax invoice and other paperwork given to the Customer; “Agreement” means the agreement between ACP and the Customer including these Terms and Conditions; “Artwork” means artwork and ancillary materials; “Proof/s” means the standard by which the Goods will be made; and “Sign Off” means the Customer’s signed confirmation that the Artwork and/or Proof is accepted.
 

WEBSITE TERMS OF USE

1. COPYRIGHT
ACP’s website and its contents are subject to copyright held by ACP. All content and custom software on the website is the property of ACP or (where applicable) the original supplier of the Goods. Any reproduction, distribution, modification or display of information and images on the website without ACP’s approval is strictly prohibited.

2. DISCLAIMER
ACP does not warrant the correct operation of the website, nor the accuracy or relevance of any information contained in the website and accepts no liability for any damages caused.

3. VIRUSES
ACP cannot guarantee that the website is free from viruses or other negative software conditions. Customers accept this risk. Use of the website implies acceptance of these conditions and releases ACP of all responsibility for any negative consequences.

4. THIRD PARTY SITES
The website may contain links to third party sites. ACP is not responsible for the condition or content of these sites. Access to these sites is at the Customer’s own risk. The links are provided solely for the Customer’s convenience and/or ordering of Goods and are not an endorsement by ACP.

5. PRICE CHANGES
The Customer accepts that due to lead times, prices may alter and therefore should be confirmed when placing an order.

 

GENERAL TERMS AND CONDITIONS

1. ACP’S QUOTES AND ORDERS
1.1 ACP shall email the Customer a quote specifying the Goods required and an estimate of ACP’s charges.

1.2 ACP’s quoted prices are GST exclusive.

1.3 A quote is valid for fourteen (14) days only unless an extension has been authorised by ACP.

1.4 When ACP has given the Customer a quote, ACP need not start fulfilling the order until the quote has been accepted by the Customer in writing via an email to ACP. Any alterations to an accepted quote must be submitted to ACP by email.

1.5 The Customer agrees that the information in ACP’s quote must not be passed on to other distributors or suppliers as this will infringe ACP’s copyright and ACP may take action against such infringement.

1.6 All orders must be submitted by the Customer in writing. ACP does not accept phone orders.

2. PROOFS AND ARTWORK APPROVAL
2.1 Alterations to proofs must be made in writing. The original price includes two (2) changes to the Artwork/ Proof/s. Any additional changes will incur charges unless proven to be ACP’s omission or mistake.

2.2 The Customer must supply finished Artwork in the appropriate format, being JPEG for embroidery Goods and Vector, EPS or AI for print Goods. The Customer will indemnify ACP from additional charges should ACP need to redraw the Artwork.

2.3 The Customer must promptly check design Proofs/Artwork thoroughly and once satisfied, Sign Off on the appropriate approval form provided by ACP. The approval is just for reference. It is not to match exactly as a colour or size reference. When printing ACP commonly uses Panton Matching Systems (PMS), however computer screens are seen in RGB so the breakdown in colours is different. Also Panton colours are only a true representation when seen on white, so colours may vary when printed on any colour other than white. The Customer shall indemnify ACP from any costs or expenses incurred by ACP using Customer approved Proofs/Artwork.

2.4 Once approval has been obtained from the Customer and the Goods are in production the Agreement cannot be cancelled.

2.5 The Customer may be charged by ACP for alterations required by the Customer after the Sign Off.

2.6 When Sign Off has not been obtained from the Customer and ACP has been instructed by the Customer to proceed, the Customer shall subsequently indemnify ACP from any errors or omissions resulting from those instructions. As an example, embroidery, once a stitch-out  has been approved by the Customer).

 

3. INTELLECTUAL PROPERTY AND OWNERSHIP OF CREATIVE MATERIA
3.1 Copyright

  1. The copyright in all artistic and literary works authored by ACP shall be the property of ACP.
  2. The Customer warrants that it has copyright or a licence to authorise ACP to reproduce all artistic or literary works supplied by the Customer to ACP for the purposes of the order and the Customer hereby expressly authorises ACP to reproduce all and any of such works for those purposes.
  3. The Customer must indemnify ACP against all liability, losses or expenses incurred by ACP in relation to or in any way directly or indirectly connected with any breach of copyright or of any rights in relation to copyright

3.2 Intellectual Property Rights
The Customer warrants that the use by ACP of any designs or instructions supplied by the Customer will not infringe any intellectual property of any other person and the Customer indemnifies ACP against any claim relating to or arising from the infringement of any intellectual property of any other person.

3.3 Illegal Matter
ACP is not obliged to print any illegal or libelous matter and the Customer agrees to indemnify ACP against any claim relating to or arising from the printing or reproduction of such matter.

 

4. FINISHED GOODS
4.1 Finished Goods that are locally stocked and currently in stock will be ready for dispatch twenty one (21) days from receipt of the Artwork approval. Dispatch dates cannot be guaranteed for Goods requested within an earlier timeframe. Dispatch timeframe for off-shore or backordered finished Goods will be advised on application to ACP during normal business hours Monday to Friday.

4.2 Unprinted stock items are usually ready for dispatch within two (2) to five (5) business days.

4.3 Urgent printed orders required within fourteen (14) business days are not guaranteed due to possible delays with domestic freight companies. Urgent printed orders if required within five (5) business days may incur a surcharge.

4.4 When orders involve bulk quantities of Goods, five percent (5%) over or under the original amount ordered is to be considered fulfillment of the order. ACP’s supplier does not offer re-prints of less than five percent (5%) of the original order. If the Customer is short supplied a credit will be provided for the shortfall.


5. DELIVERY
5.1 It is understood that the Customer has agreed to the delivery lead time quoted by ACP when placing an order for Goods.

5.2 The Customer will accept split deliveries from ACP.

5.3 Delivery of the Goods shall be made by courier to the Customer’s nominated address. The Customer must be available to take delivery  of the Goods and sign for the delivery whenever the Goods are tendered for delivery. The Customer will indemnify ACP from any additional costs or losses should courier access be denied or the Customer is not available to sign for the delivery.

5.4 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the purpose of this Agreement.

5.5 Failure by ACP to deliver shall not entitle either party to treat the Agreement as repudiated. ACP shall not be liable for any loss or damage whatsoever due to the failure by ACP to deliver the Goods promptly.


6. ERRORS/RETURN OF GOODS
6.1 The Customer shall inspect the Goods on delivery and must, within seven (7) days of delivery, notify ACP of any alleged shortage in quantity, damage or failure to comply with the description.

6.2 The Customer shall afford ACP an opportunity to inspect the Goods within a reasonable time following collection or delivery if the Customer believes the Goods are defective in any way. If requested by ACP, a sample of the defective Goods must be sent to ACP at the Customer’s expense.

6.3 ACP reserves the right without prejudice and at ACP’s sole discretion to offer a refund or a credit for damaged or faulty Goods. No  further action will taken by ACP after such an occurrence.

6.4 If the Customer shall fail to comply with the provisions set out in clauses 6.1 and 6.2, then the Goods shall be conclusively presumed to be in accordance with these Terms and Conditions and free from any damage or error.


7. PAYMENT
7.1 Deposit
ACP may require a deposit of fifty percent (50%) and ACP is under no obligation to proceed with the order as requested until the deposit is received in full and when all details pertaining to the Agreement are finalised. A minimum 50% deposit is required for orders over $10,000 for first time clients. In the event of default as to payment owing to ACP on the part of the Customer, ACP shall be entitled to forfeit the deposit and claim for the balance owing on the order and for any other loss suffered by ACP by way of any remedy available to it as provided in these Terms and Conditions or at law or in equity generally.

7.2 Balance of Payment
Unless otherwise agreed in writing by ACP, the Customer must pay ACP the total balance set out on ACP’s invoice before delivery of the finished Goods. When payment is made by cheque then the Customer shall allow ACP time to clear the funds before assuming the right to the Goods.

7.3 The Customer accepts that Goods sourced off-shore may be held up at customs and ACP has no control over the clearance of such Goods. The Customer agrees to pay ACP in full when invoiced regardless of any such unavoidable delays.

7.4 Credit Card Charges
ACP accepts Visa and MasterCard with a two percent (2%) surcharge.

7.5 Interest
ACP may charge interest at the rate of fifteen percent (15%) per annum calculated on a daily basis on amounts not paid when due.

7.6 Administration Fee
ACP reserves the right to charge a monthly fee of twenty five dollars ($25) on accounts not paid within ACP’s agreed terms.

7.7 Damages
The Customer must pay to ACP any costs, expenses or losses incurred by ACP as a result of the Customer’s failure to pay to ACP all sums outstanding as owed by the Customer to ACP including without limiting the generality of the forgoing any debt collection and legal costs incurred in enforcing payment on a solicitor and own client basis.

 

8. RETENTION OF TITLE
8.1Title
Notwithstanding the delivery of Goods, title in any particular Goods shall remain with ACP until the Customer has paid and discharged any and all monies owing pursuant to any invoice issued by ACP for the Goods, including all applicable GST and other taxes, levies and duties. Where the Goods have been on sold by the Customer, the Customer will be taken to hold the proceeds of sale of such Goods upon trust for ACP and to account to ACP for these proceeds. Any payment made by or on behalf of the Customer which is later avoided by the application of any Statutory Provisions shall be deemed not to discharge ACP’s title in the Goods nor the Customer’s indebtedness to ACP and, in such an event, the parties are to be restored to the rights which each respectively would have had if the payment had not been made.

8.2 Bailment

The Customer acknowledges that it is in possession of the Goods solely as Bailee until payment of all invoices for the Goods is made pursuant to clause 8.1 and until that time the Customer must not encumber or otherwise charge the Goods and the Customer shall be fully responsible for any loss or damage to the Goods whatsoever and howsoever caused following delivery of the Goods to the Customer.

8.3 Repossession
The Customer hereby irrevocably grants to ACP the right, at its sole discretion, to remove or repossess any Goods from the Customer and  sell or dispose of them, and ACP shall not be liable to the Customer or any person claiming through the Customer and ACP shall be entitled to retain the proceeds of any Goods sold and apply same towards the Customer’s indebtedness to ACP. If the Customer commits an act of bankruptcy, enters into any form of administration or liquidation, makes any composition or arrangement with its creditors, ceases to carry on business or breaches any fundamental clause of this agreement, then ACP may, without prejudice to any other remedies it may have, repossess any Goods delivered to the Customer on any account which has not been paid in accordance with these Terms and Conditions and commence proceedings to recover the balance of any monies owing.

 

9. PERSONAL PROPERTY SECURITIES ACT (PPSA)
9.1 In this clause, the following words have the respective meanings given to them in the PPSA: Financing Statement, Financing Change Statement, Proceeds, Register, Security Agreement, Security Interest and Verification Statement.

9.2 The Customer acknowledges and agrees:

  1. that these Terms and Conditions constitute a Security Agreement that creates a Security Interest in all Goods (and Proceeds):
    1. previously supplied by ACP to the Customer;
    2. to be supplied in the future by ACP to the Customer;
  2. that the Security Interest created by these Terms and Conditions is a continuing Security Interest in all Goods (supplied now or in the future by ACP to the Customer) and Proceeds, which will operate (despite any intervening payment or settlement of account) until ACP has signed a release;
  3. to waive its rights in relation to the sections listed in sub-section 115(1) of the PPSA (or as otherwise amended), which will not  apply (to the extent, if any, mentioned) to the Security Agreement created by these Terms and Conditions.

9.3 The Customer undertakes to:

  1. keep all Goods free of any charge, lien or Security Interest except as created under these Terms and Conditions and not otherwise deal with the Goods in a way that may prejudice any rights of ACP under these Terms and Conditions or the PPSA;
  2. sign any further documents and provide any further information (which must be complete, accurate and up-to-date in all respects) that ACP may require to:
    1. register a Financing Statement or Financing Change Statement in relation to a Security Interest on the Register;
    2. register any other document required to be registered by the PPSA; or
    3. correct a defect in a statement referred to in clause 9.3(b) (i) or 9.3 (b) (ii);
  1. indemnify, and upon demand reimburse, ACP for all fees (including actual legal fees on a solicitor/own client basis), costs, disbursements and expenses in:
    1. registering and maintaining a Financing Statement or Financing Change Statement on the Register or releasing any Goods charged thereby; and
    2. enforcing or attempting to enforce the Security Interest created by these Terms and Conditions.
  2. not register, or allow to be registered, a Financing Statement or a Financing Change Statement in respect of the Goods or Proceeds in favour of a third party, without the prior written consent of ACP; and
  3. immediately advise ACP of any material change in its business details (including, but not limited to, it’s business name, address, phone number) or business practices.


10. WARRANTY
10.1 ACP shall mirror the warranty that a manufacturer or a supplier provides to ACP. The Customer acknowledges that inexpensive Goods will have a limited warranty, if any. ACP will endeavor to raise those aspects with the Customer before ACP’s confirmation of the order.

10.2 ACP gives warranties implied by consumer protection legislation in relation to the Goods. All other warranties are excluded to the extent permitted by law.

10.3 ACP reserves the right to make null and void the warranty should the Goods be modified, altered, damaged or put to any undue stress other than in the way the Goods were designed to perform.

10.4 In respect of all claims ACP shall not be liable to compensate the Customer for any delay in replacing the Goods.


11. LIABILITY
11.1 Non-excludable Rights
The parties acknowledge that, under the Australian Consumer Law, certain conditions and warranties may be implied in these Terms and Conditions and there are rights and remedies conferred on the Customer in relation to the provision of goods and services which cannot be excluded, restricted or modified by the agreement (“Non-excludable Rights”).

11.2 Disclaimer of Liability
ACP disclaims all conditions and warranties expressed or implied, and all rights and remedies conferred on the Customer, 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. To the extent permitted by law, the liability of ACP for a breach of a Non-Excludable Right is limited, at ACP’s option, to the replacement of the Goods or a credit for the value of the Goods.

11.3 Indirect Losses
Notwithstanding any other provision of these Terms and Conditions, ACP is in no circumstances (whatever the cause) liable in agreement, tort including without limitation, negligence or breach of statutory duty or otherwise to compensate the Customer for:

  1. any increased costs or expenses;
  2. any loss of profit, revenue, business, agreements or anticipated savings;
  3. any loss or expense resulting from a claim by a third party; or
  4. any special, indirect or consequential loss or damage of any nature whatsoever caused by ACP’s failure to complete or delay in completing the order.

11.4 Force Majeure
ACP will have no liability to the Customer in relation to any loss, damage or expense caused by ACP’s failure to complete the order as a  result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lockout, breakdown, war, the inability of ACP’s normal manufacturers/wholesalers to supply necessary products or any other matter beyond ACP’s control.


12. PRIVACY

12.1 The Customer hereby authorises ACP to collect, retain, record, use and disclose consumer and/or commercial information about the Customer, in accordance with the Privacy Act 1988 and the Privacy Principles outlined in the Privacy Amendment Act 2012, to persons and/or legal entities who are a solicitor or any other professional consultant engaged by ACP, a debt collector, credit reporting body and/or any other individual or organisation which maintains credit references and/or default listings.

12.2 Subject to the Privacy Principles outlined in the Privacy Amendment Act 2012, the Customer further authorises ACP to collect, retain, record, use and disclose personal information about the Customer for the marketing of the Goods provided by ACP.
 

13.SECURITY & CHARGE
The Customer hereby charges all property, both equitable and legal, present or future of the Customer in respect of any monies that may be owing by the Customer to ACP under the terms and conditions or otherwise and hereby authorises ACP or its solicitors to execute any consent form as its attorney for the purpose of registering a caveat over any real property owned by the Customer at any time.
 

14. ARBITRATION & MEDIATION
Any dispute or difference between the Customer and ACP may be notified by a party to the other party and the parties shall firstly meet to negotiate, in good faith, resolution of the dispute and secondly, if negotiation fails to achieve a resolution of the dispute within five (5) working days of the notification of the dispute, attend mediation, administered in accordance with procedures as set out by the Institute of Arbitrators and Mediators Australia, provided that this provision shall not prevent ACP from instituting legal action at any time to recover monies owing by the Customer to ACP.

 

15. GENERAL MATTERS
15.1 ACP’s Samples
The value of any samples taken by a Customer may be charged to the Customer. A sample that will be part of an order must be sent back to ACP at the Customer’s expense. Samples are not subject to a credit at any time.

15.2 Pre-Production Samples
The Customer shall pay all costs, losses or expenses incurred by ACP for pre-production samples requested by the Customer.

15.3 Colour Variation

  1. The Customer accepts that there may be colour variation from the original sample an order was taken from.
  2. The Customer understands and agrees that there can be no guarantee of the exact same colour stock or print colour on re-orders.

15.4 Unacceptable Reason
After Proofs/Artwork have been approved by the Customer, a reason given such as “I don’t like it” is not an acceptable reason for not paying for Goods and the Customer agrees to this assertion.

15.5 Non-Waiver
Failure by ACP to enforce or delay in enforcing any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed by ACP in writing.

15.6 Amendments to these Terms and Conditions
ACP reserves the right to vary these Terms and Conditions at any time with notice in writing to the Customer. Any subsequent order will represent the Customer’s agreement to the Terms and Conditions as amended.

15.7 Severability
Any provision in these Terms and Conditions which 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.

15.8 Governing Law and Jurisdiction
These Terms and Conditions are governed by the laws of the State of Australian Capital Territory (ACT) and all disputes arising between the Customer and ACP will be submitted to the Canberra Registry of any Court as is competent to hear the matter.

16. FREE PRE-PRODUCTION SAMPLE
16.1
Inclusions
A free pre-production sample is limited to one item per Company unless offered again by ACP.
The pre-production sample offer is exclusive to only locally stocked and printed items.
The pre-production sample is inclusive of only a 1 colour print in 1 position. Where a 1 colour print is not an options an alternative substitution can include a 1 position engraving or 1 position embroidery up to 5K stitches at the descrestion of ACP.


16.2 Exclusions
Multicolour prints are not included in the free pre-production sample offer.
Embroidery over 5K stitches is not included in the free pre-production sample offer.
Digital printing is not included as standard in the free pre-production sample offer unless specified by ACP
Custom made items off shore are not included in the free pre-production sample offer.
The free pre-production sample is limited to items under the total item value of $30 per item inclusive of GST based on the price quoted on the website for the "minimum order quantitiy" available (the very first price shown at the top of the table) or the quote supplied.

16.3 Eligibility
A Customer is only eligibe for a free pre-production sample if they have agreed to proceed with an order outlined by a quote. A digital proof of the the order must be signed off before the free pre-production sample is ordered.
A free pre-production sample will not be offered to Customers or individuals NOT intending to proceed with an order
The unique Customer code emailed to the client must be quoted to recieve the free pre-production sample
All requests must be submitted in writting as outlined in 1.0 Orders and Artwork
At any point ACP can retract the free pre-production sample offer to any Customer at ACP's descresion

16.4 Cancellations or Changes After a Pre-Production Sample is Supplied
Should a Customer cancel and order after the free pre-production is supplied, the Customer shall pay all costs, losses or expenses incurred by ACP for pre-production samples.
Should a Customer make changes to an order after a free pre-production sample is supplied a new pre-production sample will not be supplied without charge. Any changes could also incur additional charges to the order at the discresion of ACP
If a Customer does not proceed with an order and does not confirm cancellation of an order within 14 days of recieving the pre-production sample, the order will be cancelled by ACP and the Customer will be required to pay all costs, losses or expenses incurred by ACP for pre-production samples.

16.5 Timeframe
Pre-production samples are worked in with current printer schedules the time required for a supply of a pre-production sample is set by the printers workload. Supply of the sample are expected to take a minimum 7 working days to produce, not including delivery to the Customer. This time frame is to be added to the standard order delivery time frame of 21days from order for locally stocked items. Should a client require an order within a 30 working day period they will forfite the right to recieve a free pre-production sample.