Terms of Trade
In these conditions unless the context otherwise requires:
Inkspot Digital or Biaj or Brains in A Jar or Brains in A Jar Consulting means Inkspot Digital PTY LTD - Trading as Brains in A Jar Consulting.
Buyer means the person, Company or Organisation buying the goods from Inkspot Digital.
Products and/or services mean the products and/or services being purchased by the Buyer from Inkspot Digital.
Contract means the contract between the Buyer, Company or Organisation and Inkspot Digital for the purchase of the goods or services, either in written or verbal form.
Date of the contract means where the contract arises from a quotation given by the Inkspot Digital,
i) the date of acceptance of the order by the Buyer, Company or Organisation; or
ii) Where the contract arises from a quotation given by Inkspot Digital, the date upon written or verbal notification of acceptance of the quotation is received by Inkspot Digital.
Contract price means the price of goods as agreed between the Buyer, Company or Organisation and Inkspot Digital.
Person includes a corporation, association, firm, company, partnership, organisation or individual.
Quotation shall mean price on offer for a fixed term.
Invoice Cycle means the normal Due Date for invoices being bi-monthly on the 6th and 20th of each Month
The Buyer may request a Quotation from Inkspot Digital setting out the price and quantity of the Goods to be supplied. If the Quotation is acceptable to the Buyer, the Buyer may place an order within an acceptable timeframe as set out in the quotation.
If any instruction is received by Inkspot Digital from the Buyer for the supply of products and/or services, it shall constitute acceptance of the terms and conditions contained herein. Upon acceptance of these terms and conditions by the Buyer, the terms and conditions are definitive and binding.
Terms and Conditions
These terms and conditions and any subsequent terms and conditions issued by Inkspot Digital shall apply to all orders for the goods and the services made by the Buyer after the date and time at which these conditions are first delivered or sent by email or facsimile to, or otherwise brought to the notice of, any employee, staff member or representative of the Buyer. It shall be the Buyer’s responsibility to ensure that these conditions are promptly brought to the attention of the appropriate staff of the Buyer, and accordingly any order made by the Buyer after the date and time described above in this clause shall be deemed to be an acceptance of these conditions.
The Price shall be as indicated on invoices provided by Inkspot Digital to the Buyer in respect of products and/ or services supplied; or The Price shall be the Price at the date of delivery of any goods.
Time for payment for the products and/or services shall be of the essence and will be stated on the invoice, quotation, tender documents, work authorisation form or any other work commencement forms or communication. If no time is stated then payment shall be due within 7 working days on delivery of any goods or services.
The Buyer agrees that the cost Price shall be determined by Inkspot Digital.
Inkspot Digital reserves the right to implement a surcharge or charge reasonable costs for alterations to specifications of products or services after the order has been placed.
Payment, Late Payment, Default of Payment and Consequences of Default of Payment
The preferred method of payment is by direct credit, or by any other method as agreed to between the Buyer and Inkspot Digital.
Subject to any provision to the contrary in the Contract, payment (unless otherwise arranged in advance and confirmed in writing by a Director of Inkspot Digital PTY LTD - Trading as Brains in A Jar Consulting or an appointee) shall be received on or before the Due Date as indicated on the Invoice to the Buyer, which shall be issued promptly on or after delivery of the goods.
Late payment shall incur a process fee of $45.00 + GST per Invoice on each Invoice Cycle that payment has not been received and interest at the rate of 24%, per annum calculated on a daily basis. This shall be payable on any monies outstanding under the Contract from the date payment was due until the date payment is received by Inkspot Digital, but without prejudice to Inkspot Digital’s other rights or remedies in respect of the Buyer’s default in failing to make payment on the due date.
Without prejudice to any other remedies Inkspot Digital may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), Inkspot Digital may suspend or terminate the supply of Goods or Services to the Buyer and any of its other obligations under the terms and conditions. Inkspot Digital will not be liable to the Buyer for any loss or damage the Buyer suffers because Inkspot Digital exercised its rights under this clause.
In the event that:
a. any money payable to Inkspot Digital becomes overdue, or in Inkspot Digital’s opinion the Buyer will be unable to meet its payments as they fall due; or
b. the Buyer 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
c. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then without prejudice to Inkspot Digital’s other remedies at law
d. Inkspot Digital shall be entitled to cancel all or any part of any order of the Buyer that remains unperformed in addition to, and without prejudice to any other remedies; and all amounts owing to Inkspot Digital shall, whether or not due for payment, immediately become payable.
These Terms of Trade will be interpreted in accordance with Victorian', Australian Law, which will have exclusive legal jurisdiction over any dispute in relation to the products and/or services or these Terms of Trade.
Inkspot Digital will endeavour to resolve any dispute between the Buyer and itself without the need for Court proceedings. Any such attempt is without legal prejudice.
Reservation of Title
Ownership and title of the Goods or Services including those in Digital format remains with Inkspot Digital until the purchased price and all other monies owing by the Buyer, under the contract or any other contract to Inkspot Digital, have been paid in full.
Inkspot Digital warrants that it will repair or make good any defects in the goods, if written notice of the claim is received by Inkspot Digital within seven (7) days from the date the Physical Goods were delivered. No claim shall be accepted under such warranty if any attempt to repair the defective goods is made by any person not authorised by Inkspot Digital, or if the defective goods have been modified or incorrectly stored, maintained or used. If Inkspot Digital elects to repair or replace any defective goods, such work shall be undertaken at such place as Inkspot Digital may reasonably specify and the Buyer shall be responsible at its cost and risk for shipment of the defective goods to the place specified.
Inkspot Digital shall not be liable for any loss of any kind whatsoever suffered by the Buyer as a result of any breach of any of Inkspot Digital’s obligations under the contract, including any cancellation of the contract or any negligence on the part of Inkspot Digital, its servants, agents or contractors, nor shall Inkspot Digital be liable for any loss, damage or injury caused to the Buyer’s servants, agents, contractors, buyers, visitors, tenants, trespassers or other persons. The Buyer shall indemnify Inkspot Digital against any claim by any such person.