To the fullest extent legally possible, all contracts and dealings between The “Company” Digilin Australia Pty Ltd, and the “Customer" relating to any "products" or “services” are subject to the Terms & Conditions of Trade set out herein unless otherwise expressly agreed in writing.

Definitions
  1. “Company” means Digilin Australia Pty Ltd including but not limited to their subsidiaries, affiliates,associated companies, related company successors or assigns.
  2. Customer" means the party to whom Digilin has supplied its products, including but not limited to their subsidiaries, affiliates, associated companies, related company successors or assigns.
  3. “Products” means any items purchased from or sold by the Company, including items offered for discount or free of charge.
  4. “Services” means any act of labour or effort conducted by the Company for the Customer, including services offered for discount or free of charge.
  5. "GST" means any tax or imposition on the supply of goods and services covered by the Goods and Services Tax Act 1999 Commonwealth (the GST Act) as amended from time to time.
  6. "Delivery or delivered" means the time when the goods are transported from the premises of Digilin by whatever means or when Digilin advised the Customer the goods were available for collection.


Payments
All payments are without deduction unless otherwise agreed and all payments are due within the agreed payments terms.The Company reserves the right to vary the terms of payment and to require payment in full prior to delivery should the Company consider that the creditworthiness of the purchaser has at any time become unsatisfactory. The Company will treat any defaults by the purchaser in payment of any monies due to the Company as a breach of these Terms and Conditions. The Company may, at its option, thereupon cease work on the relevant order and all other orders placed by the purchaser and hold all the purchaser's work until the due payment or payment are made. Recurring payment default will lead to the purchaser’s account with the Company being closed and any further order placed by the purchaser will only be accepted upon prepayment by Cash, Bank Cheque, Credit Card or Direct payment to the Company's Bank Account.

Interest
Any amounts overdue will be subject to penalty interest payments of 2% every 30 days at the discretion of the Company.

Property
Even if Digilin grants any credit facility and/or time pay:

  • Property in products shall not pass to the customer until payment in full of all monies owed and Digilin reserves the right to take possession and dispose of products as it sees fit at any time until full payment and the Customer grants permission to Digilin to enter any property where any product is in order to do and with such force as is necessary.
  • The Customer agrees that a certificate purporting to be signed by an officer of Digilin identifying products as unpaid for shall be conclusive evidence that the goods have not been paid for and of Digilin' title thereto.
  • Upon sale or disposition of any products prior to full payment, the Customer shall deposit all proceeds in a separate bank account, agrees to not mix such proceeds with any other monies and the Customer shall account for same to Digilin as fiduciary and bailee.

Limitation of Liability
The Customer agrees that:

  • No dealing between Digilin and the Customer shall be or be deemed to be a sale by sample.
  • The Customer will rely on its own knowledge and expertise in selecting any products for any purpose and any advice or assistance given for or on behalf of Digilin shall be accepted at the Customer's risk and shall not be deemed given as expert or adviser not to have been relied upon.
  • All products are sold subject to the manufacturers trading terms and conditions and any warranty of the manufacturer.
  • To limit any claim it makes to the cost of replacement of the subject products.
  • Digilin shall not be liable for any loss or expense arising after 7 days from delivery (or at all once products have been unpacked or otherwise used) after which there shall be deemed to be unqualified acceptance.
  • Digilin will not be liable for any contingent, consequential, direct, indirect, special or punitive damage, whether due to negligence or otherwise and the Customer acknowledges this limit of liability and agrees to limit any claim accordingly.
  • No other term, condition, agreement, warranty, representation or understanding whether express or implied, in any way extending to, otherwise relating to or binding upon Digilin, other than these Terms, is made or given by or on behalf of Digilin.

Returns
The Customer agrees that:

  • Digilin may elect to take back product in saleable condition, on terms agreed and a minimum re-stocking fee of 15% of invoice value shall apply.
  • Digilin is under no obligation to provide a refund for product purchased.
  • Any custom made, custom processed or custom acquired products will not be returnable at all.

Orders
The Customer agrees that:

  • Each order it places shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due.
  • When any order is placed, the Customer shall inform Digilin of any facts which might reasonably affect any decision to accept the order and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of Digilin and to be unconscionable, misleading and deceptive.
  • Orders accepted by Digilin may not be cancelled or altered by the Customer without Digilin' written consent and onterms which indemnify Digilin against all loss.
  • The Company reserves the right to cancel any orders at any time in the event that a receiver or receiver and manager is appointed over any of the purchaser’s assets or if a resolution is passed or an application is filed for the winding up of the purchaser or if the purchaser becomes unable to pay the debt generally as they fall due or the purchaser commits an act of bankruptcy within the meaning of section 40 of the Bankruptcy Act.

Purchase Price
All sales are made by Digilin at its ruling price at the time of delivery. Prices quoted are based on Digilin' estimated cost of production, manufacture or supply at the time of the quotation and are subject to alteration without notice to the Customer due to an increase in Digilin' productions costs between the date of quotation and the date/s of delivery.

Delivery
The Customer agrees that:

  • Digilin accepts no responsibility or duty to deliver but may elect to arrange delivery at its discretion and without liability and at the Customer's cost and risk in all things.
  • Digilin reserves the right to deliver by instalments and each instalment shall be deemed to be sold under a separate contract. Failure by Digilin to deliver any instalment shall not entitle the Customer to cancel the balance of the order. In the event of the Customer failing to take delivery of any instalment, Digilin may elect to cancel the balance of the order;
  • Digilin will not be liable for delay, failure or inability to deliver.
  • Products shall be deemed delivered as soon as they are ready for delivery.
  • A charge will be made for frustrated delivery to cover Digilin' costs of attempts etc.

Subcontracting
Digilin reserves the right to subcontract the production, manufacture or supply of the whole or any part of the products to besupplied.

Quality Control
Unless expressly agreed otherwise, Digilin shall have the right to set tolerance standards.

Intellectual Property Rights
The Customer warrants that any design or instruction furnished to Digilin shall not be such as will cause Digilin to infringe any patents, registered designs, trade-marks, copyrights or other intellectual property rights in the execution of the Customer's order and the Customer agrees to indemnify Digilin for any infringement or unauthorised use thereof and it is agreed that the sale andpurchase of the products does not confer on the Customer any licence or rights which are the property of Digilin and Digilin shall be under no obligation to disclose the methods or techniques used in production.

Other Terms and Conditions

No terms and conditions sought to be imposed by the Customer upon Digilin shall apply.

Recovery Costs
The Customer shall pay all costs and expenses incurred by Digilin, its legal advisers, mercantile agents and others in respect of anything instituted or being considered against the Customer, whether for debt, possession of any products or otherwise.

Customer Restructure
The Customer shall notify Digilin in writing of any change in its structure or management including any change in director, shareholder, or management of change in partnership or trusteeship within 14 days of the date of any such change.

Jurisdiction
The Customer agrees that all contracts made with Digilin shall be deemed to be made in the State of Queensland.

Credit Limit
The grant of any credit facility and/or the nomination of any credit limit is an indication only of Digilin' intention at that time and Digilin may vary or withdraw any credit facility at any time at its discretion and without any liability to the customer or any other person or entity. The customer agrees to pay on demand all sums owing in connection with this credit facility in the event the credit facility is withdrawn.

Security for Payment
The Customer agrees upon request to charge with payment of all monies owed and/or owing to Digilin from time to time in favour of Digilin:
  • By way of a fixed charge all its books of account, financial records, goodwill, documents of title and current and later acquired real property and intellectual property.
  • By way of a floating charge, the whole of its other undertakings, property and assets.

Forward Orders
The Customer agrees:

  • To pay for so much of any order as is from time to time invoiced by Digilin.
  • That no delay or failure to fulfil part of such order will entitle any cancellation or variation of that order of delay or reduce any payment.
  • To pay any demurrage and/or other costs and expenses of Digilin in handling and/or holding any products once ready for delivery.

Force Majeure
Digilin will not be or deemed in default or breach of any contract as a result of the effects of Force Majeure. Force Majeure will include any cause beyond the reasonable control of Digilin.

Disputes
The Customer agrees to pay into a trust account (earning market interest) in the joint names of Digilin and the Customer any amount claimed by Digilin as a condition precedent to disputing any such claim on the basis that upon resolution of the dispute the trust funds and any interest shall be dispersed according to the resolution. This clause shall operate as a bar to any defence and/or counterclaim by the Customer until compiled with.

Defaults
Upon any default or breach hereof by the Customer, Digilin may (inter alia) retain all monies paid and/or cease further deliveries and /or at Digilin' discretion take immediate possession of any product not paid for, without prejudice to any other of its rights and without being liable in any way to any party.

Severability
Any part hereof being a whole part of a clause shall be capable of severance without effecting any other part of these Terms.

GST
To the extent that a supply of services provided by Digilin, or any other supply, made under or pursuant to this agreement, is a "taxable supply" as defined in the GST Act, Digilin will increase its price in respect of that supply it makes by the amount of GST applicable to the supply.

Privacy Act
The Customer agrees that Digilin may make any inquiries it deems necessary to investigate the Customer's creditworthiness including undertaking inquiries with financial institutions, credit reporting agencies, any personal credit and/or consumer credit information providers ("the Sources"). The Customer authorises the Sources to disclose any information concerning itscreditworthiness in their possession to Digilin. The Customer agrees that Digilin may disclose any information in its possession concerning the Customer's creditworthiness to the Sources.