Velflex Imports Pty Limited ACN 159 310 988

Terms & Conditions of Trade

Date of last revision: June 2023


1 Definitions

1.1 Client means the person/s buying the Goods as specified at checkout, in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
1.2 CCA means the Competition and Consumer Act 2010 (Cth)
1.3 Consequential Loss means indirect or consequential loss not arising as a natural consequence of a breach or other event giving rise to liability of a party, any loss of profits, loss of revenue, loss of any contract value, loss of anticipated profit or damages for lost opportunity or loss of data.
1.4 CRB means a credit reporting body.
1.5 Credit Application means the application in a form specified by Velflex, in its sole and absolute discretion, given to the Client for completion.
1.6 Delivery takes its meaning from clause 6.1.
1.7 Dispute takes its meaning from clause 17.1(a).
1.8 Event of Force Majeure means an unforeseen event beyond the control of the affected party, including an act of war (whether declared or not) or terrorism, the mobilisation of armed forces, civil commotion or riot, natural disaster, health epidemic, hacking, industrial action or labour disturbance, currency restriction, embargo, action or inaction by a government, a failure of a supplier, public utility or common carrier or computer disruption due to the effects of a computer virus, trojan, malware, ransomware or other malicious code.
1.9 Goods or Services means all Goods or Services supplied by Velflex to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ are interchangeable for the other).
1.10 GST means Goods and Services Tax as defined within the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.11 Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to business names, circuit layouts, computer software, copyright, designs, domain names, formulas, inventions, patents, trade marks, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic field, the benefit of any application to register such a right and the benefit of any renewal or extension of such a right.
1.12 Non-excludable Condition means any guarantee, condition or warranty (such as the consumer guarantees implied by the CCA), which cannot by law be excluded.
1.13 Personal Information means information or an opinion about an identifiable individual (not a company), whether or not that information or opinion is true or in a material form.
1.14 Price means the Price payable (plus any GST where applicable) for the Goods as agreed between Velflex and the Client in accordance with clause 5, below.
1.15 Privacy Policy means Velflex’s privacy policy as displayed on its Website and as amended from time to time.
1.16 Terms means these terms and conditions of trade as set out in this document.
1.17 Velflex means Velflex Imports Pty Limited ACN 159 310 988, its successors and assigns.
1.18 Website means and any of its sub-domains.

2 Purchases via Velflex's online store

2.1 The Client acknowledges and agrees:
(a) Goods for sale via Velflex’s online store are typically held in stock, but may also be sourced from suppliers within Australia or throughout the world;
(b) Velflex does not guarantee the website’s performance;
(c) on-line ordering may be unavailable from time to time, including for regularly scheduled maintenance and/or upgrades; and
(d) there are inherent hazards in electronic distribution, and as such Velflex cannot warrant against delays or errors in transmitting data between the Client and Velflex including orders, and the Client agrees that to the maximum extent permitted by law, Velflex will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders.
2.2 Notwithstanding anything to the contrary:
(a) Prices for Goods presented on this website are provided as an invitation to treat. The final Price of the Goods purchased is calculated at checkout and may include additional costs such as GST, taxes, delivery charges and insurance.
(b) The Price shown at the time the Client enters its payment details is the total price of the order notwithstanding the individual Goods purchased may have been presented on the website at a lower Price.
(c) By entering payment details the Client is making an offer to Velflex on these Terms.
(d) Velflex is under no obligation to accept an offer. Acceptance of the offer is deemed once payment is processed.
2.3 If the Client is not the cardholder for any credit card being used to pay for the Goods, Velflex is entitled to reasonably assume that the Client has received permission from the cardholder for use of the credit card for the transaction.

3 Acceptance

3.1 Subject to clause 2.2, the Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these Terms if the Client places an order for or accepts delivery of the Goods.
3.2 These Terms may only be amended with the consent of both parties in writing, and these Terms prevail to the extent of any inconsistency with any other document or agreement between the Client and Velflex.
3.3 The Client acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Velflex reserves the right to vary the Price or offer alternative Goods as per clause 5.2.

4 Credit Application

4.1 By submitting a Credit Application, the Client:
(a) agrees to be bound by these Terms;
(b) warrants it is solvent and can pay its respective debts as and when due and that no steps have been taken to place it into bankruptcy, voluntary administration, liquidation, receivership or management;
(c) warrants all information provided to Velflex in relation to the Credit Application is true and complete and the Client acknowledges that Velflex relies on the information provided in making a decision to grant credit; and
(d) warrants that the person who signs the Credit Application is authorised to do so on behalf of the Client.
4.2 In the event the Client obtains credit from Velflex without completing a Credit Application, these Terms continue to apply as if the Client had completed a Credit Application.
4.3 The Client acknowledges that the supply of Goods on credit will not take effect until the Client has completed a Credit Application with Velflex and it has been approved with a credit limit established for the account.
4.4 Nothing in these Terms imposes an obligation on Velflex to supply a Client with Credit, whether or not a Credit Application has been completed.
4.5 In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, Velflex reserves the right to refuse delivery.
4.6 The Client must give Velflex not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, business practice, payment method or solvency status).

5 Price and payment

5.1 At Velflex’s sole discretion, the Price is:
(a) in the case of Goods purchased via the online store, the final Price calculated at checkout including taxes, delivery charges and any insurance;
(b) in the case of Goods purchased from a quote, Velflex’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days;
(c) as indicated on any invoice provided by Velflex to the Client; or(d) the Price as at the date of delivery of the Goods according to Velflex’s current price list.
5.2 Velflex reserves the right to change the Price:
(a) if a variation to the Goods supplied is requested;
(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested;
(c) if the Goods cease to be available from Velflex’s third party suppliers, then Velflex reserves the right to provide alternative Goods, subject to prior confirmation and agreement of both parties; or
(d) in the event of increases to Velflex in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond Velflex’s control.
5.3 Variations will be charged on the basis of Velflex’s quotation, and will be detailed in writing, and shown as variations on Velflex’s invoice. The Client must respond to any variation submitted by Velflex within ten (10) working days. Failure to do so will entitle Velflex 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. 5.4 At Velflex’s sole discretion and subject to any Non-excludable Conditions, a non-refundable deposit may be required.
5.5 Time for payment for the Goods (being of the essence), the Price will be payable by the Client:
(a) in the case of Goods purchased online, at time of checkout; and
(b) in all other circumstances, the date on Velflex’s invoice and if not specified, within 30 days of the date of the invoice.
5.6 Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (a surcharge of three (3%) percent may apply per transaction), or by any other method as agreed to between the Client and Velflex.
5.7 The Client is not entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Velflex nor to withhold payment of any invoice because part of that invoice is in dispute.
5.8 Unless otherwise stated the Price does not include GST.
5.9 The Client must pay, at the same time and on the same basis as the Client pays the Price:
(a) GST without deduction or set off; and
(b) any other taxes and duties that may be applicable in addition to the Price, except where they are expressly included in the Price.

6 Delivery of Goods

6.1 Delivery (Delivery) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Velflex’s address;
(b) Velflex (or Velflex’s nominated carrier) attempts to Deliver the Goods to the Client’s nominated address even if the Client is not present at the address; or
(c) in accordance with clause 6.5;
6.2 At Velflex’s sole discretion, the cost of Delivery is either included in the Price or is in addition to the Price.
6.3 Velflex reserves the right to Deliver the Goods in separate instalments. Each separate instalment will be invoiced and paid in accordance with the provisions in these Terms.
6.4 Any time specified by Velflex for delivery of the Goods is an estimate only.
6.5 If Velflex is unable to Deliver the Goods because of an act or omission of the Client, including a failure of the Client to fulfil its obligations under these Terms or a failure to provide Velflex with delivery instructions upon requesting them, then:
(a) the Goods will be deemed to have been Delivered; and
(b) Velflex may store the Goods until actual delivery is possible and the Client will be liable for all related costs and expenses, including any costs of storage and re-delivery.
6.6 Velflex will not be liable for any loss or damage incurred by the Client as a result of Delivery being late, arising from damage to the Goods in storage, or on re-delivery.
6.7 The Client must ensure that Velflex has clear and free access to effect Delivery of the Goods. Velflex is not liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Velflex.

7 Risk

7.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
7.2 If any of the Goods are damaged or destroyed following Delivery but prior to title passing to the Client, Velflex is entitled to receive all insurance proceeds payable for the Goods.
7.3 The Client agrees that production of these Terms by Velflex is sufficient evidence of Velflex’s rights to receive the insurance proceeds without the need for any person dealing with Velflex to make further enquiries.
7.4 If the Client requests Velflex to leave Goods outside Velflex’s premises for collection or to deliver the Goods to an unattended location, then such Goods are left at the Client’s sole risk.

8 Printing Risk

8.1 The Client is solely responsible for providing print ready artfiles. Any extra Services or cost arising from a variation to the original artfiles will be charged to the Client in accordance with clause 5.2.
8.2 Once accepted by the Client, Velflex’s written quotation is deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions are received from the Client, Velflex is not responsible for errors or omissions due to oversight or misinterpretation of those instructions.
8.3 Unless otherwise agreed, the Client bears the cost of fonts, or colour proofs, or artwork, specially bought at its request in the performance of the Services.
8.4 Velflex is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Subject to any Non-excludable Condition, Velflex takes no responsibility for any variation between virtual sale samples and the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required, the sample will only be provided on request by the Client and will be charged for as an extra, including return freight.
8.5 Subject to any Non-excludable Condition, Velflex will not be liable 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 finished product.
8.6 Proofs and artfiles submitted by Velflex on a speculative basis remains the property of Velflex. They must not be used for any purpose other than that nominated by Velflex and no ideas obtained there from may be used without the consent of Velflex. Velflex is entitled to compensation from the Client for any unauthorised use of such proofs and artfiles.
8.7 Where Velflex has designed or created Goods for the Client then the Client undertakes to acknowledge Velflex’s work in the event that the designs or images of the Goods are utilised in advertising or marketing material by the Client.
8.8 Subject to any Non-excludable Condition, Prices paid for Goods printed or made pursuant to a special order, the Client specification or from non-catalogue item are non-refundable.
8.9 In the case of property and Goods left with Velflex without specific instructions, Velflex is free to dispose of them at the end of twelve (12) months after receiving them, and to accept and retain any proceeds gained from such disposal to cover Velflex’s costs in holding and handling such items.
8.10 Where Goods or equipment are supplied by the Client for the provision of Services, they are provided at the Clients sole risk. Subject to any Non-excludable Condition, Velflex holds no liability for faults caused by defects in, or the unsuitability of, such Goods or equipment used in the provision of the Services.
8.11 Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by Velflex to ensure correctly finished work, will be invoiced as a variation in accordance with clause 5.2.
8.12 Velflex is not liable for inks wearing off through general wear and tear.

9 Title

9.1 Velflex and the Client agree that ownership of the Goods does not pass until:
(a) the Client has paid Velflex all amounts owing to Velflex; and
(b) the Client has met all of its other obligations to Velflex.
9.2 Receipt by Velflex of any form of payment other than cash is not deemed to be payment until the full amount is cleared in Velflex’s bank account.
9.3 The Client agrees that, until ownership of the Goods passes to the Client in accordance with clause 9.1:
(a) the Client is only a bailee of the Goods and must return the Goods to Velflex on request;
(b) The Client must store the Goods in a manner that readily identifies them as property of Velflex;
(c) not deface, remove, vary or erase any identifying marks, plate, number, notices or safety information, on the Goods;
(d) the Client holds the benefit of the Client’s insurance of the Goods on trust for Velflex and must pay to Velflex the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
(e) the Client 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 Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Velflex and must pay or deliver the proceeds to Velflex immediately on demand;
(f) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Velflex and must sell, dispose of or return the resulting product to Velflex as it so directs;
(g) the Client irrevocably authorises Velflex to enter any premises where Velflex believes the Goods are kept and recover possession of the Goods;
(h) Velflex may recover possession of any Goods in transit whether or not Delivery has occurred;
(i) the Client must 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 Velflex; and
(j) Velflex may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

10 Security and charge

10.1 In consideration of Velflex agreeing to supply the Goods, the Client 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 Client either now or in the future, to secure the performance by the Client of its obligations under these Terms (including, but not limited to, the payment of any money).
10.2 The Client indemnifies Velflex from and against all Velflex’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Velflex’s rights under this clause.
10.3 The Client irrevocably appoints Velflex and each director of Velflex as the Client’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 Client’s behalf.

11 Defects, warranties and returns

11.1 The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Velflex in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow Velflex to inspect the Goods.
11.2 Velflex expressly excludes all conditions, warranties and other terms which might otherwise be implied by any law, regulation, statute, common law or law of equity except any Non-excludable Condition.
11.3 Nothing in these Terms is intended to modify or exclude any Non-excludable Conditions.
11.4 Except as expressly set out in these Terms or in respect of the Non-excludable Condition, Velflex makes no warranties or other representations under these Terms including but not limited to the quality or suitability of the Goods. Velflex’s liability in respect of these warranties is limited to the fullest extent permitted by law.
11.5 If Velflex is required to replace the Goods under this clause or the CCA, but is unable to do so, Velflex may refund any money the Client has paid for the Goods.
11.6 To the maximum extent permitted at law, Velflex’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by Velflex at Velflex’s sole discretion;
(b) limited to any warranty to which Velflex is entitled, if Velflex did not manufacture the Goods;
(c) otherwise negated absolutely.11.7 Subject to this clause 11 and to the maximum extent permitted at law, returns will only be accepted provided that: (a) the Client has complied with the provisions of clause 11.1; (b) Velflex has agreed that the Goods are defective;
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.11.8 Notwithstanding clauses 11.1 to 11.7 but subject to the CCA, Velflex is not liable for any defect or damage which may be caused or partly caused by or arise as a result of:
(a) the Client’s failure to notify Velflex as soon as reasonably practical after it becomes aware of, or a reasonable person in the position of the Client would have become aware of, a problem with a print;
(b) the Client failing to properly maintain or store any Goods;
(c) the Client using the Goods for any purpose other than that for which they were designed;
(d) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;(e) the Client failing to follow any instructions or guidelines provided by Velflex or the manufacturer of the Goods;
(f) fair wear and tear;
(g) negligence; or
(h) an Event of Force Majeure.
11.9 Garments are provided to Velflex at the Client’s risk. To the maximum extent permitted at law Velflex excludes any liability associated with losses of or damage to garments, including the replacement of any garment to which transfers have failed to apply correctly.
11.10 Notwithstanding any other clause in these Terms, and to the maximum extent permitted at law, Velflex is not liable for any Consequential Loss.

12 Intellectual Property

12.1 Nothing in these Terms is intended to transfer or assign any Intellectual Property rights.
12.2 Where Velflex has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents remains the property of Velflex. Under no circumstances may such designs, drawings and documents be used without the express written approval of Velflex.
12.3 The Client agrees that Velflex may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Velflex has created for the Client.
12.4 Velflex owns or have a licence to use all the Intellectual Property in the Website. The Client warrants that it will not do any of the following, or permit any person over whom it has effective control to do so:
(a) copy or reproduce, or create an adaptation or translation of, all or part of the Website in any way, except to the extent that reproduction occurs automatically through the ordinary use of the Website;
(b) incorporate all or part of the Website in any other webpage, site, application or other digital or non-digital format;
(c) sell, license, sublicense, lease, rent, distribute, disclose, permit access to, or transfer to any third party, whether for profit or without charge, any portion of the Website on any medium; or
(d) directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any image, copy, source or object code, architecture, or algorithms contained in the Website.

13 Default and consequences of default

13.1 Interest on overdue amounts accrues from the date when payment becomes due, until the date of payment, at a rate 10% above the Reserve Bank of Australia cash rate, compounding monthly, after as well as before any judgment. 13.2 At Velflex’s sole discretion should any account become overdue from the agreed payment due date, then an amount of twenty ($20) dollars will be charge monthly (up to a maximum of two hundred ($200) dollars) and will be levied as a late payment fee which sum becomes immediately due and payable.
13.3 If the Client owes Velflex any money the Client indemnifies Velflex from and against all costs and disbursements incurred by Velflex in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, debt recovery costs, Velflex’s contract default fee, and bank dishonour fees).
13.4 Further to any other rights or remedies Velflex may have under this contract, if a Client has made payment to Velflex, and the transaction is subsequently reversed, the Client is liable for the amount of the reversed transaction, in addition to any further costs incurred by Velflex under this clause 13.
13.5 Without prejudice to Velflex’s other remedies at law:
(a) Velflex has the right to cancel all or any part of any order of the Client which remains unfulfilled; and
(b) all amounts owing to Velflex, whether or not due for payment, will become immediately payable on notice by Velflex,
(a) any money payable to Velflex becomes overdue, or in Velflex’s opinion the Client will be unable to make a payment when it falls due;
(b) the Client has exceeded any applicable credit limit provided by Velflex;
(c) the Client 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
(d) a receiver, manager, liquidator (provisional or otherwise), insolvency professional or similar person is appointed in respect of the Client or any asset of the Client.

14 Cancellation

14.1 Without prejudice to any other remedies Velflex may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these Terms Velflex may suspend or terminate the supply of Goods to the Client. Velflex will not be liable to the Client for any loss or damage the Client suffers because Velflex has exercised its rights under this clause.
14.2 Velflex may cancel any contract to which these Terms apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Velflex will repay to the Client any money paid by the Client for the Goods. Velflex is not liable for any loss or damage whatsoever arising from such cancellation.
14.3 The Client acknowledges and agrees, artfiles are processed immediately on submission and typically cannot be cancelled without payment in full.
14.4 In the event that the Client cancels delivery of Goods the Client is liable for any and all loss incurred (whether direct or indirect) by Velflex as a direct result of the cancellation (including, but not limited to, any loss of profits).
14.5 Subject to any Non-excludable Conditions, cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

15 Privacy

15.1 The Client agrees and consents to Velflex’s handling of Personal Information in accordance with Velflex’s Privacy Policy.
15.2 Velflex may amend its Privacy Policy in its sole discretion. Where the Privacy Policy is amended the new version will be posted to the Website.
15.3 The Client agrees Velflex may obtain from a credit reporting body (CRB) a credit report containing credit information (e.g. name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by Velflex.
15.4 The Client agrees that Velflex may exchange information about the Client with those credit providers and with related body corporates for the following purposes:
(a) to assess an application by the Client;
(b) to notify other credit providers of a default by the Client;
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and
(d) to assess the creditworthiness of the Client including the Client’s repayment history.
15.5 The Client consents to Velflex being given a consumer credit report to collect overdue payment on commercial credit. 15.6 The Client agrees that credit information provided may be used and retained by Velflex for the following purposes (and for other agreed purposes or required by):
(a) the provision of Goods;
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods;
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and
(d) enabling the collection of amounts outstanding in relation to the Goods.
15.7 Velflex may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report; or
(b) To allow the CRB to create or maintain a credit information file about the Client including credit history.
15.8 The information given to the CRB may include:
(a) information, including that outlined in 15.3 above;
(b) name of the credit provider and that Velflex is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);(f) 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 Client no longer has any overdue accounts and Velflex has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);
(g) information that, in the opinion of Velflex, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

16 Service of Notices

16.1 Any notice given in relation to these Terms must be:
(a) in English and in legible writing;
(b) addressed to the recipient’s registered business address, or as otherwise notified by the recipient in writing from time to time;(c) signed by or on behalf of the party giving the notice; or(d) delivered, sent by pre-paid mail, transmitted by facsimile, or sent by email to the recipient’s email address, and to that end the parties’ consent to sending and receiving electronic communications pursuant to the Electronic Transactions (Queensland) Act 2001 (Qld).
16.2 Notices will be deemed to be received by the recipient:
(a) if delivered by hand, at the time of delivery;
(b) if sent by post, on the third Business Day after the day on which it is posted;
(c) if sent by facsimile, on the Business Day on which the notice is received by the recipient’s facsimile receiving facility, and a correct and complete transmission report is received; or
(d) if sent by email, at the time that would be the time of receipt under the Electronic Transactions (Queensland) Act 2001 (Qld).

17 Dispute Resolution

17.1 Mandatory mediation
(a) A party claiming that a dispute has arisen under these Terms (Dispute) must give written notice to the other party specifying the nature of the Dispute and the parties must submit themselves to the dispute resolution procedure set out in this clause 17.
(b) Subject to clause 17.2, the parties agree that if a Dispute arises, a party may not commence any legal proceedings relating to the Dispute unless it has complied with the provisions of this clause.
(c) If the parties cannot resolve the Dispute within 30 days of receiving a notice of the Dispute, then either party may (by giving notice in writing to the other party) require the Dispute to be referred for mediation. The mediation must be undertaken:
(i) in accordance with the Resolution Institute Mediation Rules;
(ii) at a location agreed by the parties and in the absence of agreement in Brisbane, Queensland; and
(iii) using a mediator agreed by the parties and in the absence of agreement, by a mediator nominated by the Resolution Institute.
(d) Each party must pay its own internal and legal costs in relation to complying with this clause 17. The mediator’s costs are to be shared equally.
(e) If the Dispute is not resolved within 30 days of the mediation commencing either party may commence proceedings in respect of the Dispute.
17.2 Not applicable to the collection of debts or injunctive reliefThe parties acknowledge and agree this clause 17 does not:
(a) apply to the recovery of any debt; or
(b) prevent a party from instituting proceedings for the purposes of seeking urgent injunctive or similar interim relief from a court.

18 Supplying Garments for Printing

18.1 The Client is required to supply one additional garment free of charge to Velflex outside of its required quantity for test printing temperatures and times.
18.2 Misprinted Garments:
(a) Velflex takes all care to minimise misprints, however as garment printing is a production process, misprints can and do occur outside of Velflex’s control. Due to this, Velflex require an error allowance of up to 2% of all garments supplied. Velflex recommend additional spare garments be supplied ready for printing in case a misprint occurs to make up full required quantities.
(b) Subject to any Non-excludable Conditions, in the unfortunate event of a misprint where no additional garments are supplied, the Client assumes the responsibility of accepting a short supply of correctly printed garments or the cost of supplying additional garments for printing at a later date. Should the Client choose to receive a short supply of printed garments, a credit will be provided for the printing cost (transfer and application cost only) of the misprinted garment.
(c) Subject to any Non-excludable Conditions, no financial liability is born by Velflex for the misprinting of client garments. Velflex’s heat application charges are a minimal cost covering only the wage associated with the application process and do not insure or consider the value of garment being printed. Subject to any Non-excludable Conditions, credit or refunds of any misprinted transfers is limited to the individual cost of the supplied transfer and the individual cost of the heat application process.

19 General

19.1 Clauses and rights can only be waived in writing signed by the waiving party. Failure or delay of a party in exercising a right does not waive the party’s rights. A waiver will only waive the particular rights in the particular circumstances and will not waive any other rights, or the same rights in other circumstances.
19.2 If any provision of these Terms are invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions are not affected, prejudiced or impaired.
19.3 These Terms are governed by and are to be construed in accordance with the laws applicable in Queensland. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Queensland.
19.4 The parties may only assign, encumber, declare a trust over or otherwise create an interest in their rights under this document with the other party’s consent, which must not be unreasonably withheld.
19.5 The Client agrees that Velflex may amend these Terms by notifying the Client in writing. These changes take effect from the date on which the Client receives such changes, or otherwise at such time as the Client makes a further request for Velflex to provide Goods to the Client.
19.6 If a party is affected by a Force Majeure Event, they must immediately notify the other party of the circumstances. The parties' obligations under these Terms, other than an obligation to pay the Price, are suspended for the duration of and to the extent that they are affected by the Force Majeure. However, either party may end these Terms if the Force Majeure continues for more than 60 days
19.7 Both parties warrant that they have the power to enter into these Terms and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that these Terms create binding and valid legal obligations on them.
19.8 Clauses 12, 13, 16, 17 and any other clause in these Terms which is expressed to survive or by its nature should survive, will survive termination or expiry of these Terms for any reason.
19.9 These Terms may only be varied by written agreement signed by the parties.
19.10 These Terms set out all the parties’ rights and obligations relating to the subject matter of the agreement, and it supersedes all previous agreements or understandings between the parties in connection with the relevant subject matter.
19.11 Velflex reserves the right to terminate the Client’s order and terminate this agreement if it learns that the Client has provided false or misleading information.

20 Interpretation

Unless it is expressly stated that a different rule of interpretation will apply:
(a) a reference to a part, clause, annexure, exhibit, appendix or schedule is a reference to a part of, clause of, an annexure, exhibit, appendix or schedule to these Terms and a reference to these Terms includes any annexure, exhibit, appendix and schedule;
(b) a reference to an agreement includes any variation or replacement of the agreement;
(c) the singular includes the plural and the opposite also applies;
(d) if the due date for any obligation is not a business day, the due date will be the next business day;
(e) all currency amounts are in Australian dollars;
(f) headings are provided for convenience and do not affect the interpretation of the documents making up these Terms;
(g) unless used for the usual grammatical purpose, inverted commas around a term indicate industry jargon that will be interpreted according to how that term would be understood by an individual with expertise in the relevant industry;
(h) “include”, “includes” and “including” must be read as if followed by the words “without limitation”;
(i) a reference to a clause refers to clauses in these Terms and is a reference to its sub-clauses;
(j) if a word or phrase is defined, its other grammatical forms have corresponding meanings;
(k) agreements, representations and warranties made by two or more people will bind them jointly and severally;
(l) a reference to any legislation includes any consolidation, amendment, re-enactment or replacement of legislation;
(m) a person includes the person’s executors, administrators and permitted novatees and assignees;
(n) a reference to a person includes a firm, a body corporate, an unincorporated association or an authority and vice versa;
(o) a reference to conduct includes any omission, representation, statement or undertaking, whether or not in writing; and
(p) no rule of construction will apply to a provision of a document to the disadvantage of a party merely because that party drafted the provision or would otherwise benefit from it.