Terms & Conditions

By accessing and using this Web Site you agree to the following terms and conditions:

    1. Definitions
      • “TBP” means True Blue Printing Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of True Blue Printing Pty Ltd.
      • “Customer” means the person/s or any person acting on behalf of and with the authority of the Customer requesting TBP to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
        • if there is more than one Customer, is a reference to each Customer jointly and severally; and
        • if the Customer is a part of a Trust, shall be bound in their capacity as a trustee; and
        • includes the Customer’s executors, administrators, successors and permitted assigns.
      • “Goods” means all Goods or Services supplied by TBP to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
      • “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between TBP and the Customer in accordance with clause 5
      • “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

     

    1. Acceptance
      • The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
      • These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any other document or contract between the Customer and TBP.
      • These terms and conditions are meant to be read in conjunction with the Terms and Conditions posted on TBP’s website. If there are any inconsistencies between the two documents then the terms and conditions contained in this document shall prevail.
      • Once accepted by the Customer, TBP’s written quotation shall be deemed to interpret correctly the Customer’s instructions, whether written or verbal. Where verbal instructions only are received from the Customer, TBP shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
      • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

     

    1. Errors and Omissions
      • The Customer acknowledges and accepts that TBP shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
        • resulting from an inadvertent mistake made by TBP in the formation and/or administration of this contract; and/or
        • contained in/omitted from any literature (hard copy and/or electronic) supplied by TBP in respect of the Services.
      • In the event such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of TBP; the Customer shall not be entitled to treat this contract as repudiated nor render it invalid.

     

    1. Change in Control
      • The Customer shall give TBP not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address, contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by TBP as a result of the Customer’s failure to comply with this clause.

     

    1. Price and Payment
      • At TBP’s sole discretion the Price shall be either:
        • as indicated on any invoice provided by TBP to the Customer; or
        • the Price as at the date of delivery of the Goods according to TBP’s current price list; or
        • TBP’s quoted price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.
      • TBP reserves the right to change the Price if a variation to TBP’s quotation is requested. Variations will be charged for on the basis of TBP’s quotation, and will be detailed in writing, and shown as variations on TBP’s invoice. The Customer shall be required to respond to any variation submitted by TBP within ten (10) working days. Failure to do so will entitle TBP to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
      • When style, type or layout is left to TBP’s judgement and then the Customer makes further alterations to the copy this will be invoiced as an extra.
      • At TBP’s sole discretion a non-refundable deposit may be required.
      • Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by TBP, which may be:
        • on delivery of the Goods;
        • the date specified on any invoice or other form as being the date for payment; or
        • failing any notice to the contrary, the date which is thirty (30) days following the date of any invoice given to the Customer by TBP.
      • Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Customer and TBP.
      • The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by TBP nor to withhold payment of any invoice because part of that invoice is in dispute.
      • Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to TBP an amount equal to any GST TBP must pay for any supply by TBP under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

     

    1. Delivery of Goods
      • Delivery (“Delivery”) of the Goods is taken to occur at the time that:
        • the Customer or the Customer’s nominated carrier takes possession of the Goods at TBP’s address; or
        • TBP (or TBP’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.
      • At TBP’s sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
      • Any time specified by TBP for delivery of the Goods is an estimate only. The Customer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. TBP will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. In the event that the Customer is unable to take delivery of the Goods as arranged then TBP shall be entitled to charge a reasonable fee for redelivery and/or storage.
      • TBP may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

     

    1. Risk
      • Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.
      • If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, TBP is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by TBP is sufficient evidence of TBP’s rights to receive the insurance proceeds without the need for any person dealing with TBP to make further enquiries.
      • If the Customer requests TBP to leave Goods outside TBP’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.
      • TBP shall be under no liability whatever to the Customer for any variation (beyond the reasonable control of TBP) in colours between the approved prototype and the finished Goods.
      • When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Customer of his original instructions or by the manuscript copy being, in TBP’s opinion, poorly prepared or by the Customer’s requirements being different from those originally submitted or described, then the cost of such variations may be charged to the Customer and shown as extras on the invoice.
      • All work carried out whether experimentally or otherwise at the Customer’s request will be charged to the Customer.
      • Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Customer and shown as extras on the invoice.
      • Unless otherwise agreed, the Customer shall bear the cost of fonts, or colour proofs, or artwork, specially bought at its request for the works.
      • Where the performance of any contract with the Customer requires TBP to obtain Goods or Services from a third party, the contract between TBP and the Customer shall incorporate and shall be subject to the conditions of supply of such Goods and Services to TBP, and the Customer shall be liable for the cost in full including TBP’s margin of such Goods or Services.
      • Whilst every care is taken by TBP to carry out the instructions of the Customer, it is the Customers responsibility to undertake a final proof reading of the Goods. TBP shall be under no liability whatever for any errors not corrected by the Customer in the final proof reading. Should the Customers alterations require additional proofs this shall be invoiced as an extra.
      • Goods printed or made to special order, Customer specification or non-catalogue items are under no circumstances acceptable for credit or return. Cancellation of orders for printed or special or non-catalogue items will definitely not be accepted, once these orders are in production.
      • TBP is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by TBP to match virtual colours with physical colours, TBP will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Customer’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Customer and will be charged for as an extra including return freight, the charge will be contra against final invoice.
      • While every effort will be taken by TBP to match PMS colours, TBP will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.
      • TBP shall not be held liable for inks wearing off through general wear and tear.
      • Where the Customer supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Customer in writing. An additional charge may be made by TBP in respect of any such counting or checking requested by the Customer.
      • In the case of property and materials left with TBP without specific instructions, TBP shall be free to dispose of them at the end of twelve (12) months after his receiving them and to accept and retain any proceeds gained from such disposal to cover TBP’s costs in holding and handling such items.
      • Where materials or equipment are supplied by the Customer for the provision of Services TBP shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the works.
      • Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Customer which is deemed necessary by TBP to ensure correctly finished work shall be invoiced as an extra.

     

    1. Title
      • TBP and the Customer agree that ownership of the Goods shall not pass until:
        • the Customer has paid TBP all amounts owing to TBP; and
        • the Customer has met all of its other obligations to TBP.
      • Receipt by TBP of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
      • It is further agreed that:
        • until ownership of the Goods passes to the Customer in accordance with clause 1 that the Customer is only a bailee of the Goods and must return the Goods to TBP on request.
        • the Customer holds the benefit of the Customer’s insurance of the Goods on trust for TBP and must pay to TBP the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
        • the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for TBP and must pay or deliver the proceeds to TBP on demand.
        • the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of TBP and must sell, dispose of or return the resulting product to TBP as it so directs.
        • the Customer irrevocably authorises TBP to enter any premises where TBP believes the Goods are kept and recover possession of the Goods.
        • TBP may recover possession of any Goods in transit whether or not delivery has occurred.
        • the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of TBP.
        • TBP may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

     

    1. Personal Property Securities Act 2009 (“PPSA”)
      • In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPS
      • Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Customer to TBP for Services – that have previously been supplied and that will be supplied in the future by TBP to the Customer.
      • The Customer undertakes to:
        • promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which TBP may reasonably require to;
          • register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
          • register any other document required to be registered by the PPSA; or
          • correct a defect in a statement referred to in clause 3(a)(i) or 9.3(a)(ii);
        • indemnify, and upon demand reimburse, TBP for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
        • not register a financing change statement in respect of a security interest without the prior written consent of TBP;
        • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of TBP;
        • immediately advise TBP of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
      • TBP and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
      • The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
      • The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
      • Unless otherwise agreed to in writing by TBP, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
      • The Customer must unconditionally ratify any actions taken by TBP under clauses 2 to 9.5.
      • Subject to any express provisions to the contrary (including those contained in this clause 9), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

     

    1. Security and Charge
      • In consideration of TBP agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
      • The Customer indemnifies TBP from and against all TBP’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising TBP’s rights under this clause.
      • The Customer irrevocably appoints TBP and each director of TBP as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Customer’s behalf.

     

    1. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
      • The Customer must inspect the Goods on delivery and must within seven (7) days of delivery notify TBP in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow TBP to inspect the Goods.
      • Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).
      • TBP acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
      • Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, TBP makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. TBP’s liability in respect of these warranties is limited to the fullest extent permitted by law.
      • If the Customer is a consumer within the meaning of the CCA, TBP’s liability is limited to the extent permitted by section 64A of Schedule 2.
      • If TBP is required to replace the Goods under this clause or the CCA, but is unable to do so, TBP may refund any money the Customer has paid for the Goods.
      • If the Customer is not a consumer within the meaning of the CCA, TBP’s liability for any defect or damage in the Goods is:
        • limited to the value of any express warranty or warranty card provided to the Customer by TBP at TBP’s sole discretion;
        • limited to any warranty to which TBP is entitled, if TBP did not manufacture the Goods;
        • otherwise negated absolutely.
      • Subject to this clause 11, returns will only be accepted provided that:
        • the Customer has complied with the provisions of clause 1; and
        • TBP has agreed that the Goods are defective; and
        • the Goods are returned within a reasonable time at the Customer’s cost (if that cost is not significant); and
        • the Goods are returned in as close a condition to that in which they were delivered as is possible.
      • Notwithstanding clauses 1 to 11.8 but subject to the CCA, TBP shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
        • the Customer failing to properly maintain or store any Goods;
        • the Customer using the Goods for any purpose other than that for which they were designed;
        • the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
        • the Customer failing to follow any instructions or guidelines provided by TBP;
        • fair wear and tear, any accident, or act of God.
      • Notwithstanding anything contained in this clause if TBP is required by a law to accept a return then TBP will only accept a return on the conditions imposed by that law.

     

    1. Intellectual Property
      • Where TBP has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of TBP. Under no circumstances may such designs, drawings and documents be used without the express written approval of TBP.
      • The Customer warrants that all designs, specifications or instructions given to TBP will not cause TBP to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify TBP against any action taken by a third party against TBP in respect of any such infringement.
      • The Customer agrees that TBP may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which TBP has created for the Customer.
      • Drawings, sketches, painting, photographs, designs or typesetting furnished by TBP, dummies, models or the like devices made or procured and manipulated by TBP and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from TBP’s original design, or from a design furnished by the Customer, remain the exclusive property of TBP unless otherwise agreed upon in writing.
      • Sketches and dummies submitted by TBP on a speculative basis shall remain the property of TBP. They shall not be used for any purpose other than that nominated by TBP and no ideas obtained there from may be used without the consent of TBP. TBP shall be entitled to compensation from the Customer for any unauthorised use of such sketches and dummies.
      • Disks, artwork and film supplied by the Customer and/or other authorised persons remain the property of the Customer. Unless otherwise indicated in writing TBP shall assume these disks, artwork and film to be duplicate copies of the original.

     

    1. Default and Consequences of Default
      • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at TBP’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
      • If the Customer owes TBP any money the Customer shall indemnify TBP from and against all costs and disbursements incurred by TBP in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, TBP’s contract default fees, and bank dishonour fees).
      • Further to any other rights or remedies TBP may have under this contract, if a Customer has made payment to TBP, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by TBP under this clause 13 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this contract.
      • Without prejudice to TBP’s other remedies at law TBP shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to TBP shall, whether or not due for payment, become immediately payable if:
        • any money payable to TBP becomes overdue, or in TBP’s opinion the Customer will be unable to make a payment when it falls due;
        • the Customer has exceeded any applicable credit limit provided by TBP;
        • the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
        • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

     

     

     

     

    1. Cancellation
      • Without prejudice to any other remedies TBP may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions TBP may suspend or terminate the supply of Goods to the Customer. TBP will not be liable to the Customer for any loss or damage the Customer suffers because TBP has exercised its rights under this clause.
      • TBP may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice TBP shall repay to the Customer any money paid by the Customer for the Goods. TBP shall not be liable for any loss or damage whatsoever arising from such cancellation.
      • In the event that the Customer cancels delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by TBP as a direct result of the cancellation (including, but not limited to, any loss of profits).
      • Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

     

    1. Privacy Act 1988
      • The Customer agrees for TBP to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by TBP.
      • The Customer agrees that TBP may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:
        • to assess an application by the Customer; and/or
        • to notify other credit providers of a default by the Customer; and/or
        • to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
        • to assess the creditworthiness of the Customer including the Customer’s repayment history in the preceding two (2) years.
      • The Customer consents to TBP being given a consumer credit report to collect overdue payment on commercial credit.
      • The Customer agrees that personal credit information provided may be used and retained by TBP for the following purposes (and for other agreed purposes or required by):
        • the provision of Goods; and/or
        • analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to the provision of Goods; and/or
        • processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
        • enabling the collection of amounts outstanding in relation to the Goods.
      • TBP may give information about the Customer to a CRB for the following purposes:
        • to obtain a consumer credit report;
        • allow the CRB to create or maintain a credit information file about the Customer including credit history.
      • The information given to the CRB may include:
        • personal information as outlined in 1 above;
        • name of the credit provider and that TBP is a current credit provider to the Customer;
        • whether the credit provider is a licensee;
        • type of consumer credit;
        • details concerning the Customer’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);
        • advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and TBP has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
        • information that, in the opinion of TBP, the Customer has committed a serious credit infringement;
        • advice that the amount of the Customer’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
      • The Customer shall have the right to request (by e-mail) from TBP:
        • a copy of the information about the Customer retained by TBP and the right to request that TBP correct any incorrect information; and
        • that TBP does not disclose any personal information about the Customer for the purpose of direct marketing.
      • TBP will destroy personal information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law.
      • The Customer can make a privacy complaint by contacting TBP via e-mail. TBP will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Information Commissioner at oaic.gov.au.

     

    1. Service of Notices
      • Any written notice given under this contract shall be deemed to have been given and received:
        • by handing the notice to the other party, in person;
        • by leaving it at the address of the other party as stated in this contract;
        • by sending it by registered post to the address of the other party as stated in this contract;
        • if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the transmission;
        • if sent by email to the other party’s last known email address.
      • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

     

     

    1. Trusts
      • If the Customer at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not TBP may have notice of the Trust, the Customer covenants with TBP as follows:
        • the contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
        • the Customer has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity.
        • the Customer will not without consent in writing of TBP (TBP will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events;
          • the removal, replacement or retirement of the Customer as trustee of the Trust;
          • any alteration to or variation of the terms of the Trust;
          • any advancement or distribution of capital of the Trust; or
          • any resettlement of the trust property.

     

    1. General
      • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales, the state in which TBP has its principal place of business, and are subject to the jurisdiction of the North Sydney Local Courts in New South Wales.
      • Subject to clause 11, TBP shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by TBP of these terms and conditions (alternatively TBP’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
      • TBP may licence and/or assign all or any part of its rights and/or obligations under this contract without the Customer’s consent.
      • The Customer cannot licence or assign without the written approval of TBP.
      • TBP may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of TBP’s sub-contractors without the authority of TBP.
      • The Customer agrees that TBP may amend these terms and conditions by notifying the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for TBP to provide Goods to the Customer.
      • Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
      • Both parties warrant that they have the power to enter into this contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this contract creates binding and valid legal obligations on them.