THE AGREEMENT
1. The Customer agrees to adhere to the terms and conditions of this agreement.
2. The Customer agrees that it is not entitled to any credit facilities until it receives notice in writing (The Notice) from the Supplier stating that credit facilities have been given and specifying the terms and conditions upon which such credit facilities are given. Until the Customer receives such notice in writing from the Supplier any goods that are supplied by the Supplier to the Customer shall be on the basis of cash upon delivery.
3. The parties agree that in the event of the Supplier prior to approving credit granting to the Customer time to pay for goods supplied then such supply shall not amount to a waiver by the Supplier of any of the terms of this agreement nor be construed or to be taken either directly or by implication as a granting by the Supplier of credit facilities to the Customer and no credit facilities shall be granted unless so stated in the notice.
4. In the event of the Supplier granting credit facilities to the Customer then the following terms shall apply–
a) All accounts are to be settled in full no later than the 20th day of the month following invoice.
b) That should the Customer default in the payment of any monies due under this agreement then all monies due to the Supplier shall immediately become due and payable and shall be paid by the Customer within SEVEN (7) days of the date of demand and the Supplier shall be entitled to charge interest, if you do not pay us by the Due Date, then you will be in default and the amount payable by you will increase by 5% for each month for which payment of that amount remains outstanding, such increases to be cumulative until we receive payment in full. This increase is in addition to you remaining liable to pay the full amount outstanding. Without prejudice to our other rights, we may refuse to accept any further Copy where any of your payments is late.
c) Any expenses costs or disbursements incurred by the Supplier in recovering any outstanding monies including debt collection agency fees or legal fees, shall be recoverable from the Customer.
d) The Supplier shall be entitled without notice to terminate any credit arrangement with the Customer in the event of the Customer defaulting in any of the terms and conditions herein contained.
e) The Supplier shall be entitled at any stage during the continuancy of this Agreement to request such security or additional security as the Supplier shall in its discretion think fit and shall be entitled to withhold supply of goods or credit arrangements until such security or additional security shall be obtained.
5. If applicable the Directors Shareholders of the applicant do hereby jointly and severally guarantee payment of the account and to enter into the Standard form of Guarantee used by the Company should guarantee be required.
6. The signatories to this agreement do hereby jointly and severally guarantee payment of the Customers account to the Supplier. This guarantee will be a continuing guarantee.
7. Change of Ownership – Registered Particulars – the Customer shall no later than 14 days prior to any proposed changes of ownership, change in registered particulars, alteration, addition to the shareholding or directorship, notify the Supplier of the proposed change and the Customer shall notify the Supplier of any change, alteration, or addition to the Customers internal structure and shall provide full details of the proposed changes, alteration, or additions, to the Supplier and the Customer shall be liable for any goods supplied by the Supplier after such change, alteration or addition unless the Supplier shall have acknowledged by writing acceptance of the intending change, alteration or addition.
8. For the purpose of this document the word GOODS shall mean all goods and chattels, and all charges for work and labour done, hire charges, fees, service charges, repairs, materials, insurance charges of whatsoever nature, associated with supply and manufacture, construction, repair of the goods supplied to the Customer and all the terms and conditions of this agreement shall relate to any charges herein before mentioned imposed by the Supplier to the Customer.
TERMS OF ACCEPTANCE OF ADVERTISING COPY FOR PUBLICATION
TRADER INTERNATIONAL GROUP
July 2008
Definitions: In these terms:
“Copy” means the material you have submitted for publication
“Inventory” and “Content” means any material you have submitted to be published to any website
“We”, “us and “our” means Trader Group ( a subsidiary of ACP media Limited) trading as Trader Group.
“You” and “your” means the person placing copy for publication or content for any website including where an Advertising Agent has been used, the Advertising Agent.
1. These Terms apply: to all Copy, Content and Inventory supplied by you. Any other terms will apply only if accepted in writing by one of our directors. These terms represent the entire agreement between us and you with respect to all Copy submitted for publication and all Inventory and Content submitted for any website from time to time and replace all earlier terms published by us in respect to such advertising.
2. (a) Price: Subject to clause 7, the rate as Shown on the applicable Rate Card current to Copy Deadline specified in the Applicable Rate Card (‘Copy deadline”), will apply.
(b) Price: Subject to clause 7, the rate as Shown on the applicable Rate Card current to any website requirement specified in the Applicable Rate Card, will apply.
3. Verbal Bookings: A verbal booking by you constitutes a legally enforceable contract.
Your warranties: You warrant to us that all Copy, Content and Inventory that you lodge with us:
(a) Complies with all laws, statutes, regulations, codes of practice and standards applicable to publication of Copy and the publication of Web content;
(b) Complies with our standards and requirements as notified to you from time to time;
(c) Does not infringe copyright, trademark or other legal rights of any person;
(d) Is not false or misleading and is true in substance and in fact;
(e) Without limiting the above, does not infringe the Trade Practices Act 1974 (Australia) (as amended) or the fair trading act 1986(NZ) (as Amended); and
(f) Does not contain anything which may give rise to any cause of action by a third party against us, including without limitation, any material which is defamatory or obscene or which otherwise causes injury or damage to any person.
4. (a)You also confirm that we can rely on the truth of these warranties without us having to make any further enquiry; and are authorised to duplicate and publish copy
(b)You also confirm that we can rely on the truth of these warranties without us having to make any further enquiry; and are authorised to duplicate and publish content or inventory.
5. Our operational discretions: We may, at our discretion;
(a) refuse to accept any Copy, Content or Inventory for publication in print or on any website and may cancel at any time cancel or reschedule any booking without having to give a reason;
(b) publish any Copy, Content or Inventory in any additional publications or websites including those owned by other ACP Media Limited group companies or by other publishers with which we have a commercial relationship;
(c) place “Advertisement” above or below any copy which, in our opinion, resembles editorial matter; and
(d) print “lightweight” and set solid any Copy which has a too-heavy overall background.
If we fail to insert any Copy then we may at our option insert it in a subsequent issue. This failure will not be a breach by us of our contract with you.
We do not guarantee to place Copy (and will not be in breach of our contract with you by failing to place Copy) in any preferred position requested by you; or separated from copy for competing products or services.
6. Abandoned artwork: We have no responsibility to return any supplied artwork or error checks, and we are not responsible for any artwork or error checks not collected after the publication date.
7. Cancellations:
(a) Print Cancellations: All cancellations MUST be received by trader Group in writing no later than 24 hours prior to the booking deadline. Bookings for Print advertising will not be cancelled after this time, and failure to supply Copy for these bookings will result in us running a previous ad or if Copy has never been supplied we may run any other Copy we deem, without breach of contract, beneficial to our publication and the agreed charges for advertising will charged to you.
(b) Website Cancellations: All cancellations MUST be received by Trader Group in writing a minimum 30 days prior to the required cancellation date. Failure to comply will incur an additional 30 days from trader groups receipt of the cancellation request.
8. Repeat bookings: We are not obliged to remind you to send in copy for repeat bookings. If you do not supply Copy for a repeat booking then we may, at any time, and without notice, re-use Copy supplied for an earlier booking or replace your Copy with other material. In either case, you will still pay the full rate for that space and for all past insertions at the applicable rate.
9. First time advertisers: If you have not advertised with us before and your Copy does not reach us before the Copy deadline the space will be used for other material and you must still pay the full rate for this space.
10. Complaints:
(a) must inform us in writing as soon as possible if there is an error or omission in any Copy that you have placed;
(b) must make any claim for a credit to us within 7 days of the magazine going on sale; and
( c) may only withhold payment for disputed Copy. Failure to pay remaining amounts may result in future advertising being stopped.
We will notify you within 1 month of the outcome of your complaint or claim for credit.
11. Liability: Our liability (and the liability of anyone that we are responsible for) to you for costs. Losses, claims and expenses made against you or incurred by you resulting from any cause (including without limitation, early, late or no publication of Copy) whether arising at law, by statute, in equity or otherwise arising from the relationship between you and us will not exceed the fees paid by you to us for the copy.
We ( and anyone we are responsible for) have no liability to you for any costs, claims, losses and expenses made against you or incurred by you resulting from:
(a) any errors ( including, without limitation, any incorrect text, photographs, graphics or other incorrect appearance) in the publication of Copy; or any damage to any goods caused by us( or anyone we are responsible for) directly or indirectly in the course of taking photographs for the purpose of publishing copy.
12. Exclusions: All warranties, representations or conditions relating to these terms, our contracts with you and our goods and services( whether express or implied and whenever arising) whether originating by statute, law, trade, custom or otherwise that would ( but for this clause) apply to us are expressly excluded to the fullest extent permitted by law and the guarantees contained in the Consumer Guarantees Act 1993 are expressly excluded where you acquire or hold yourself out as acquiring goods or services for the purposes of the business.
13. Indemnity: You indemnify us, our employees, agents and affiliates, and their employees and agents against any action, claim, loss or expense arising from the publication or cancellation of Copy or failure to publish Copy or suffered or incurred as a result of any breach of these terms or any agreement between you and us.
14. Further Assurance: You will sign any documents and do nay acts and things that are reasonably required to implement these terms.
15. Late payment: If we grant you credit terms, your payment must arrive within 30 days of the date of the invoice (“Due Date”). If you do not pay us by the Due Date, then you will default and the amount payable by you will increase by 5% for each month for which payments of that amount remains outstanding, such increases to cumulative until we receive payment in full. The Increase is in addition to you remaining liable to pay the full amount outstanding. Without prejudice to the other rights, we may refuse to accept any further Copy where any of your payments is late.