Acceptance of Terms

The services that Spot Newspapers Pty Ltd ACN 002 063 676 (Spot News) provides to you are subject to the following Terms and Conditions of Supply (‘Terms’). Spot News reserves the right to update the Terms at any time without notice to you.

The most current version of the Terms can be reviewed by clicking on the “Trading Terms” hypertext link located at the bottom of our Web pages.

DEFINITIONS

In these Terms:

‘Customer’ & ‘you’ means the person or entity: (a) in whose name the Spot News New Customer Form is completed in; or (b) at whose request or on whose behalf Spot News supplies goods and/or services.
‘Goods’ means goods and/or services (to be) supplied (as the case may be) by us to you under an Order placed by you with us.
‘Order’ means a written or verbal request by you (including you sending your electronic files to us) to produce or supply Goods to you and includes all work to be done to fulfil that request.
‘Credit’ means, for an Order, the provision by us of any Goods for the Order before payment by you to us for the Goods.
‘Materials’ means, for an Order, the relevant electronic data files, related artwork and other materials required to be sent by you to us to enable us to provide the Goods.
‘Contract’ means a written agreement between you and us granting us the exclusive right to produce Goods (Printing Contract) and/or provide transport of Goods (Distribution Contract) for you for a series of Orders for a publication or other printed item in an agreed period as set out in that agreement.
‘Quotation’ means, for an Order, the written quotation provided by us to you for the Order whether afresh or by adoption (in whole or in part) of an earlier Quotation for other Goods and includes any subsequent changes to the Quotation under these Terms.
‘Ordered Goods’ means, for an Order, the Goods the subject of or supplied under the Order.
‘Spot News Order Form’ means our form for the submission of Material for undertaking the production of Goods.
‘Instructions’ means, for an Order, written and/or verbal notification by us to you of our requirements to complete the Order including requested times for provision of Materials or the Spot News Order Form.
‘Unpaid Monies’ means, for an Order, monies owing to us under these Terms, the Quotation and any applicable Contract for the Order.
A reference to cost includes any expense incurred by us to a third party or an internal cost charged at the rate we charge that prevails at the time that it is charged and ‘including’ means including but not limiting.

SUPPLY OF GOODS & SERVICES

1. 1. These Terms apply to all Orders unless you have a Contract with us. If that is the case, then these Terms apply to all Orders subject to any contrary terms of the Contract unless otherwise agreed in writing and signed by us.
   2. You may not assign or transfer any rights, burdens or obligations implied in these Terms.
   3. We will use our best efforts to supply all Goods to you at the highest print quality able to be produced by use of our equipment subject to these Terms.
   4. You must send to us your Order and Materials in accordance with our Instructions. We are not responsible for any delays, errors, omissions or poor print quality of Goods if you fail to do so.
   5. You must check & approve in a timely manner all proofs we send you during the set up & production process for the supply of Goods. If you do not do so you will be taken to approve the submitted proofs or we may elect to suspend or decline completion of the Order without affecting your payment obligations under these Terms for the Goods supplied to that time.
   6. If the quantity of Goods delivered to you under an Order is (due to spoilage, shortages or over-runs) different from the quantity requested in the Order our pricing will be adjusted downwards to reflect the quantity difference on a per unit basis.
   7. You must keep confidential at all times all Quotations and/or Contracts.
   8. We may subcontract part or all of our obligations under an Order.

ORDERS

1. 1. We may decline to start or proceed with an Order unless a properly completed Spot News Order Form has been sent to us.
   2. Unless your Contract provides to the contrary, the Quotation for an Order will apply to a subsequent Order unless we notify you in writing of any change to the Quotation for the subsequent Order.
   3. Once an Order is received by us you cannot cancel, suspend or change it without our prior approval and
      1. additional amounts will be payable by you to us for:
         1. consumables (including labour) obtained for or used in meeting the original Order;
         2. additional consumables (including labour) needed to meet the changed Order;
         3. other cost we incur to meet the original Order or changed Order; and
      2. if the Order is changed you must send us a new Order setting the agreed changes.
   4. Any Goods we agree to transport for you and Materials (such as inserts) that you supply to us for our completion of an Order:
      1. must comply with our Instructions;
      2. be supplied (except in the case of artwork) no earlier than 5 days before and no later than 24 hours before scheduled print start;
      3. be supplied in sufficient quantities to allow for spoilage;
      4. contain clear identification and instructions as to use, otherwise we may dispose of the Goods or Materials 5 days after receipt.

JOB COMPLETION TIMES

1. 1. Completion of each Order is subject to operational availability of our equipment. If you do not send Materials to us by any time notified in our Instructions, your Order will be completed when our equipment is next available having regard to other demands for its use or maintenance.
   2. If you request us to carry out additional work for an Order (including inserting, binding or printing additional sections, pages or colour) the supply of the Goods may be delayed and chargeable.

RISK & TITLE

1. 1. Whilst legal and beneficial ownership of any and all Goods remain with us until such time as your account has been paid in full, you must insure the Goods from the time of completion of production of the Goods at our premises as the risk for the safekeeping of the Goods passes to you at that time whether or not we have agreed to arrange delivery of the Goods to you away from our premises and you;
      1. must insure those materials against loss, damage, shortage, theft or deterioration as you see fit;
      2. under the retention of ownership if you sell/distribute the Goods to third parties, you do so as bailee in a fiduciary relationship with us & subject to our security interest;
      3. enable the Goods to be readily identifiable;
      4. you receive any monies from those third parties on trust for us until payment of the Unpaid Monies with any balance being payable to you as your commission and you must keep those monies separate from yours and keep accurate records & account to us for those monies;
      5. subject to clause 23(a) you hereby irrevocably authorize us unimpeded access to enter any premises where the Goods are located acting as your agent and use reasonable force to take possession of the Goods without liability arising from any act of trespass.

TRANSPORT

1. 1. You must collect the Goods from our premises on completion of their production unless we have agreed to transport the Goods to you away from our premises, and (subject to clause 23):
      1. when we do so we act as you as your agent (and not as a common carrier) and we accept no responsibility for delays or loss or damage to the Goods during that transportation;
      2. unless the Quotation specifies otherwise, all costs associated with the transportation of the Goods to you will be payable by you in addition to the Quotation;
      3. we may complete and/or deliver the Goods in parts;
      4. we may use any method or follow any route we deem is in our best interest for handling, transporting or storing the Goods;
      5. any amount stated in a Quotation for freight is subject to change dependent on fuel costs and transportation rates available to us at that time from usual suppliers of such services to us, and
      6. if we deliver the Goods to an address that is unattended:
         1. delivery is deemed to have occurred;
         2. we may leave the Goods at a location of our preference;
         3. we shall notify you of such event.

GST

1. 1. You must pay us GST in addition to any amount stated in a Quotation, or as is otherwise chargeable to or payable by you under these Terms or a Contract, unless it is expressly stated in these Terms, the Quotation or applicable Contract that the amount includes GST.

ADDITIONAL CHARGES

1. 1. You must pay to us all costs additional to those allowed in the Quotation for an Order that are incurred by us as a result of:
      1. your non-compliance with Instructions;
      2. late delivery of Materials;
      3. you changing, omitting information or incorrectly filling out the Order or making an incorrect declaration;
      4. any re-plating or reprinting so required;
      5. Goods supplied at your request and not included in the Quotation;
      6. any storage or handling of Materials when you do not comply with clause 12(e);
      7. costs to store, remove or transport to you the Goods in or from our premises;
      8. the delivery of hard-copy proofs;
      9. re-delivery of any Goods originally transported by us to an unattended address;
      10. exchange rate fluctuations;
      11. other charges, fees or disbursements referred to in these Terms and not specified in this clause. If you breach or terminate your Contract with us, you are liable to us for the cost to us of consumables (including paper) purchased or ordered by us to meet the requirements of Orders to be placed under the Contract during its intended term that are held by us or to be delivered to us at the time of the breach or termination in addition to your liability under these Terms.

PAYMENT

1. 1. Unless we have a written agreement with you otherwise all Goods supplied by us are to be paid for by you ‘C.O.D.’ – this means:
      1. you must pay us all amounts properly payable to us for the Goods under these Terms by cash or bank cheque before or at the release of the Goods to you;
      2. if we have agreed to arrange delivery of the Goods away from our premises we can refuse to complete delivery if payment for the Goods is not provided by you when it should.
   2. If we provide any Credit to you:
      1. we may impose a limit on the amount and/or period of the credit;
      2. you must pay us a default penalty of 2.5% per month on any amount that is not duly paid within the agreed limits for the Credit;
      3. Credit will cease immediately without further notice if you do not comply with any agreed limit;
      4. we may at any time withdraw any Credit granted to you that:
         1. has no agreed period;
         2. has an agreed period if you do not continue placing Orders with us for a publication or other printed material that we supplied you before.
      5. you must, at either such time, then immediately pay us all outstanding monies in full and/or assign to us all revenue payable to you for content in the Goods (including advertising & sponsorship.
   3. Your payments to us will be credited first to meet any accrued default on outstanding monies and the balance will be applied to reduce the outstanding balance.
   4. You must pay to us all costs we incur in seeking to recover from you any monies that you owe us for an Order under these Terms or a Contract (including fees payable to any mercantile agent and legal costs and expenses incurred on a solicitor/own client basis).

PERSONAL PROPERTY SECURITIES ACT 2009

1. 1. You acknowledge that we hold a “Security Interest” in the Goods or Services supplied by us, being that we may register a “Financing Statement” in accordance with the provisions of the Personal Properties Securities Act, 2009 and until Goods have been paid for in full:
      1. you grant to us a security interest in respect of all Goods supplied by us pending payment of all monies owed to us in full, This security interest constitutes security for all of your indebtedness to us under these terms and conditions or otherwise;
      2. you waive your rights to receive a verification statement in respect of any financing statement or financing charge statement registered by us;
      3. if you do not comply with agreed Credit terms for the Goods or clause 20(e);
         1. you must execute all documents necessary to effect or perfect the charge and/or assignment;
         2. execute in your name all documents required to register the charge or give notice of the assignment.
   2. You agree to do anything that we may require to ensure that we have an enforceable, perfected, maintained and otherwise effective purchase monies security interest in the Goods. You agree to reimburse us for all costs and such expenses incurred or payable by us in relation to the registration of any notice of our interest in the Goods.

CLAIMS

1. 1. Unless you notify us in writing of any nonconformity of Goods to Order, these Terms or any applicable Contract within 24 hours of delivery of the Goods, you will be taken to have accepted the Goods as being in conformity to the Order, these Terms and the Contract.
   2. If the Order paper type is unavailable to us, we may substitute another similar paper type for the Order as is available to us at the production time and you will be notified of the substitution.
   3. If for any reason beyond our reasonable control (including the unavailability of Order paper type, power failures, earthquakes, floods, mechanical or network breakdowns) our production is suspended or we are unable to perform any obligation to you then we will be relieved of that obligation and we shall not be liable to you or your customers in respect of such inability to perform.
   4. Notwithstanding any other provision in these Terms, we are not liable to you for:
      1. any increased costs;
      2. any loss of profit, revenue, business, contracts or anticipated savings;
      3. any loss or expense resulting from a claim by a third party relating to the Goods;
      4. any special, indirect or consequential loss or damage of any nature whatsoever caused by us in completing the Order or to deliver or transport of the Goods.

COPYRIGHT & INDEMNITY

1. 1. You are responsible for the accuracy and legality of all Materials you supply to us and warrant that you have copyright in, or a license to permit us to reproduce, all Materials you supply to us for the purposes of the Order.
   2. We reserve the right not to fullfil your Order if we believe it is not in our best interest.
   3. Our total liability in contract, tort or otherwise arising from any defect, breach or negligence under this contract, howsoever arising, is expressly limited to the applicable price to you of each printed page of the Goods that is not in conformity of the Order and Contract.
   4. You hereby indemnify us against all liability, losses or expenses we may incur because your Materials or the Goods are misleading, defamatory, inaccurate, illegal, breaches or otherwise infringes any proprietary right concerning copyright and will not otherwise breach any provision of any Statute, Legislation, Rule of Law or causes damage to a third party.

LEGAL

1. You agree to notify us in writing within 1 day of:
   1. a change in any information provided by you in this document including owners/directors details or the name of the Customer;
   2. any legal proceedings issued against you;
   3. the appointment of any liquidator, receiver, receiver manager or administrator being appointed to you.
   4. any change in the ownership of your business so that if you sell your business and you do not so notify us and we receive an order for goods or services from the buyer of your business you will be jointly and severally liable for monies payable to us for goods and services provided under that order.
2. All obligatory conditions and warranties implied by Federal, State and Territory legislation apply. All other implied conditions and warranties are hereby expressly excluded.
3. If any (part of a) provision of these Terms is illegal or unenforceable then it will be severed from these Terms and the remaining provisions of these Terms will continue to apply.
4. These Terms supersede all previous or contemporaneous terms and conditions, verbal understandings, representations, agreements or communications between you and us.
5. These Terms and each Order will be governed by the laws of the state of New South Wales and you agree that all Claims relating to Goods provided by us must be determined in the Courts of New South Wales closest to our premises.