Terms and Conditions

The following terms and conditions apply where Ukiyo-e Reproductions supplies services or goods, as defined, to a customer ("Customer").

1. GENERAL

1.1 These terms and conditions apply to the sale of services and goods by Ukiyo-e Reproductions and all offers made by Ukiyo-e Reproductions in relation to Ukiyo-e Reproductions services and goods, unless varied, amended or cancelled in writing signed by an authorised representative of Ukiyo-e Reproductions.
1.2 The Customer of services or goods from Ukiyo-e Reproductions is deemed to have accepted the terms and conditions contained herein by placing an order with Ukiyo-e Reproductions.
1.3 Ukiyo-e Reproductions failure to object to any term or condition contained in any communication, whether written or oral, from the Customer, shall not be deemed a waiver of Ukiyo-e Reproductions terms and conditions.
1.4 If there is inconsistency between these terms and conditions and the terms and conditions of any particular offer or communication by or from the Customer, these terms and conditions shall prevail to the extent of the inconsistency.

2. DEFINITIONS

For the purpose of these terms and conditions and unless the context otherwise requires:
a. "services" means labour and/or equipment hire, whether Ukiyo-e Reproductions resources or provided under sub contract to Ukiyo-e Reproductions.
b. "goods" means equipment, software, drawings, reports or any deliverable supplied to the Customer.
c. "contract" means the contract formed upon acceptance by the Customer of the Ukiyo-e Reproductions quotation.
d. "delivery" means the supply of services or goods.

3. CUSTOMER ORDERS

3.1 Ukiyo-e Reproductions may require the customer to place written orders for Ukiyo-e Reproductions services or goods. All orders submitted by the Customer must be on terms acceptable to Ukiyo-e Reproductions.
3.2 The Customer shall not cancel an order without the prior written consent of Ukiyo-e Reproductions; such consent will be at the sole discretion of Ukiyo-e Reproductions. Ukiyo-e Reproductions may, as a condition of cancellation, require payment by the Customer of a cancellation fee of an amount determined by Ukiyo-e Reproductions in its reasonable discretion to compensate Ukiyo-e Reproductions for the loss suffered by Ukiyo-e Reproductions arising out of the cancellation.

4. Ukiyo-e Reproductions QUOTATIONS

4.1 Subject to Section 5, and unless otherwise specified by Ukiyo-e Reproductions in writing at the time of the quotation, all quotations made by Ukiyo-e Reproductions are valid for the period specified in the quotations, or if no such period is specified, for a period of thirty (30) days from the date of the quotation. Following the expiration of this period, each quotation is subject to written confirmation by Ukiyo-e Reproductions.
4.2 Any goods offered ex-stock by Ukiyo-e Reproductions are subject to prior sale.
4.3 Unless otherwise stated in writing, all quotations are priced in Australian Dollars.
4.4 Any quotation is subject to withdrawal or amendment by Ukiyo-e Reproductions at any time prior to acceptance by the Customer.

5. PRICES & TERMS OF PAYMENT

5.1 Unless otherwise stated in writing, all payments are to be made in Australian Dollars.
5.2 Subject to clause 5.4, and unless otherwise specified in writing, all invoices from Ukiyo-e Reproductions shall be paid in full no later than thirty (30) days from the date of invoice. Time shall be the essence in this regard.
5.3 Where the quotation is for supply of goods to be purchased by Ukiyo-e Reproductions for the Customer, the price quoted is calculated on the basis of the price charged by the supplier, the rate of exchange, customs duty, freight insurance, sales tax, administrative costs and other similar charges as applicable ruling at the date of quotation; and any increase therein shall be to the account of the Customer. All prices for goods are FOB Ukiyo-e Reproductions unless otherwise agreed in writing.
5.4 Ukiyo-e Reproductions shall be entitled to invoice for services or goods supplied to the Customer upon delivery thereof, subject to contrary agreement in writing PROVIDED THAT if delivery of goods is delayed as a result of circumstances beyond the reasonable control of Ukiyo-e Reproductions, including the circumstances set out in sections six and seven, then Ukiyo-e Reproductions shall be entitled to invoice the Customer for the goods at the expiration of fourteen (14) days after notification by Ukiyo-e Reproductions to the Customer that the goods are ready for delivery in which event payment of one hundred percent (100%) of the agreed price for the goods referred to in that notice shall fall immediately due and payable.
5.5 In the event the Customer fails to make a payment to Ukiyo-e Reproductions when payment falls due, Ukiyo-e Reproductions shall have the right, without prejudice to any other right or remedy to which Ukiyo-e Reproductions may be entitled, to charge compound interest on the overdue amount at the rate of one and one half per cent (1.5%) per calendar month.

6. DELIVERY

6.1 All times quoted for delivery are estimates only and Ukiyo-e Reproductions shall not be liable for any loss or damage, direct or consequential, arising from failure to deliver or delay in delivery, attributable to any cause beyond its reasonable control, including, but not limited to instructions, or lack of instructions from the Customer, strikes, lockouts, war, fire, accident, delay in transport, defective material or any delay due to force majeure. The Customer shall not be relieved of any obligation to accept or pay for services or goods by reason of any delay in delivery.
6.2 Extra costs incurred by Ukiyo-e Reproductions due to cessation of work or increased effort by Ukiyo-e Reproductions resulting from Customers instructions, or lack thereof, mistakes or interruptions for which Ukiyo-e Reproductions is not responsible shall be reimbursed by the Customer to Ukiyo-e Reproductions on demand.
6.3 No goods delivered under the contract may be returned to Ukiyo-e Reproductions for credit without Ukiyo-e Reproductions express consent in writing save in the case of breach of a mandatory implied condition in a consumer sale.
6.5 Notwithstanding the provisions of clause 6.4, Ukiyo-e Reproductions shall retain title to all goods supplied to the Customer until it has received payment in full for those goods.
6.6 In the event that any of the goods are incorporated into or attached to, or mixed with, other goods by the Customer, so that they are no longer identifiable or separable, then title to the composite goods shall vest in and be retained by Ukiyo-e Reproductions in accordance with clause 6.5.

7. WARRANTY AND LIABILITY

7.1 Ukiyo-e Reproductions warrants to the Customer that under proper use in accordance with Ukiyo-e Reproductions and/or the manufacturer's specifications and instructions (if any) the goods will be free from defects solely due to faulty workmanship and materials for a period of six months unless otherwise agreed in writing provided that:
a. the goods or any part thereof are not, and have not been, without Ukiyo-e Reproductions consent, altered, repaired or subjected to any technical attention by any person other than those authorised by Ukiyo-e Reproductions.
b. the provisions of this section may be varied or replaced by specific warranty conditions issued in respect of particular goods, and
c. this warranty does not cover damage due to normal wear and tear, improper installation or application, misuse or neglect or where goods have been subjected to operating or environmental conditions in excess of maximum value in the applicable specification.
7.2 To the extent permitted by law, Ukiyo-e Reproductions shall not be liable, nor shall there be remedy against Ukiyo-e Reproductions in respect of any claim, whether contractual, tortious, statutory or otherwise, for any loss, damage, costs, expense or other injury or harm suffered by the Customer or any other person in relation to or arising out of use of the goods or in relation to or arising out of services supplied to the Customer, including but not limited to, loss of business, unavailability of goods or losses arising from claims by third parties.

8. INSOLVENCY OF PURCHASER

Except where a confirmed and irrevocable banker's commercial credit has been arranged for the whole of the contract price, Ukiyo-e Reproductions shall have the right to terminate the contract at its option if the Customer becomes bankrupt or insolvent or makes any arrangement with the Customer's creditors or suffers a receiver to be appointed to, being a body corporate, enters into liquidation, in any of which events, Ukiyo-e Reproductions shall thenceforth cease to have any further obligation under the contract and the price for all goods purchased or delivered or services performed to that tie shall immediately become due and payable notwithstanding the prior grant.

9. INFRINGEMENT OF INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

9.1 The Customer acknowledges responsibility with respect to all matters relating to trade mark, trade name, patent, copyright, registered design or any other intellectual or industrial property rights of Ukiyo-e Reproductions and third parties.
9.2 Where Ukiyo-e Reproductions has followed a design, sample or instruction furnished or given by the Customer, the Customer shall indemnify Ukiyo-e Reproductions against all damages, penalties, costs and expenses to which it may become liable through any work required to be done in accordance with those instructions involving infringement of a patent, trade mark, trade name, copyright, registered design or common law right.

10. OWNERSHIP OF INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all copyright and other intellectual Property rights in goods, design and technical data, whether expressly developed for the purposes of the Contract or not,, remain vested in Ukiyo-e Reproductions.

11. LAW

These terms and conditions shall be governed by, and construed in accordance with, the law of the State of South Australia.