Terms & Conditions

1. The Company means Orangebox Limited
2. These conditions shall apply to and be incorporated into every agreement between the Company and any person, firm or Company (the Customer) under which the Company supplies goods or services at the request of the Customer.
3. These conditions shall supersede all earlier conditions of the Company.
4. These conditions shall take precedence over any conditions of the Customer and shall not be varied without the written consent of an Officer of the Company.

1. All quotations and tenders are given and contracts are made by the Company subject to and only upon these terms and conditions and unless previously agreed in writing by an authorised officer of the Company no verbal written or other addition hereto or variation hereof shall be effective, and these terms and conditions supersede and shall prevail over and exclude any other terms and conditions appearing elsewhere including and terms and conditions of the Customer and any course of dealing established between the Company and the Customer.
2. Tenders and quotations may be withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 30 days from their date of issue. No binding contract will in any case arise until the Customer’s order is accepted in writing by the Company.
3. Unless otherwise specified, Quotations do not include charges for: postage, telephone Company charges, communication transmissions, GST, freight, parcel shipments, pickups or deliveries, credit card processing fees, and packing materials.

1. The Customer shall be responsible for ensuring that any artwork, sketches, specifications, descriptions, data, materials, information or other instruction supplied by the Customer or by any agent or representative of the Customer in connection with the manufacture or sale of any goods are accurate, unambiguous and clearly legible and meet the Customer ’s requirements, and the Customer shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge of expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly of any claim in respect of any inaccuracy ambiguity or illegibility in respect of such artwork, sketches, specifications, descriptions, data, materials, information or other instruction in relation thereto.
2. Prices quoted are based upon the Company’s understanding of the specifications submitted and the samples provided. If there is a change in specifications, instructions, systems, packaging or volume resulting in additional costs, the work performed will be billed at the current or minimum rates.

Proofs of work may be submitted for Customer’s approval and the Company shall incur no liability for any errors not corrected by the Customer in proofs so submitted. Customer’s alterations and additional proofs necessitated thereby, and all other works carried out at the Customer’s request, shall be charged extra. When style, type or layout is left to the Company’s judgement changes there from made by the Customer shall be charged extra. A charge may also be made to cover any additional work involved where copy supplied is not clear and legible.

Any samples, illustrations or descriptive material made available by the Company including any artwork and specifications or weight capacity or dimensions shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All documents containing such illustrative or descriptive material (as well as the copyright therein) will remain the exclusive property of the Company and must not be copied or loaned or transferred.

All artwork, printing and website structure remains the property of the company until invoices are paid in full.
All working files remain the intellectual property of the company. Archiving, retrieval and transfer services of any requested file/s may be subject to charges based on time required to perform requested services.
Where photos are purchased by The Company from a third party for the use for either print or web it is the responsibility of the client to alert us when the license falls due/expires and they are responsible for renewing this license and all fees associated with this renewal whether past or future. We take no responsibility for renewal of these images once they have expired.
The Company reserves the right to display and link to your completed project as part of our portfolio and to write about the project on our website or in our digital marketing for promotional purposes.

You are responsible for complying with all relevant laws relating to e-commerce. The Company accepts no responsibility for any claim, fine, tax, loss or damage arising from your or your clients’ use of the e-commerce store.

Accepting funds online always comes with its risks. Any payment gateways that we install on your e-commerce store are at risk of fraudulent behaviour. We urge you to follow the recommended security measures provided by your payment gateway to protect against this. The Company takes no responsibility in the loss of funds in this case.

1. Metal, film, glass and other materials owned by the Company and used by it in the production of type, plates, moulds, stereotypes, electrotypes, film-setting, negatives, positives, computer programs or templates and the like shall remain its exclusive property. Such items when supplied by the Customer shall remain the Customer’s property.
2. Type may be distributed and lithographic, photogravure or other work effaced immediately after the order is executed unless written arrangements are made to the contrary, and in the latter event rent may be charged.
3. The Company shall be entitled to make a reasonable charge for the storage of any Customer’s property left with the Company any earlier than 10 working days before commencement of the order and/or 23 working days after notification to the Customer of completion of the contract work. Work cancelled or suspended by request of or default of the Customer it is deemed as complete for purposes of storage charges. Such charges dependant upon the nature and quantity of Standing Materials.

1. The Company shall take reasonable steps to execute the contract within any quoted period but such time is not guaranteed, nor deemed to be of the essence of the contract. The estimated time for despatch or delivery shall be extended by a reasonable period if there is any delay caused by industrial dispute or by any cause beyond the reasonable control of the Company, if a shorter delivery period is agreed than any quoted period an additional charge may be made reflecting any overtime or additional costs involved. Late material may affect the completion date of the order by a greater degree than the actual elapsed time the material is late.
2. If work is suspended at the request of or delayed through default of the Customer the Company shall be entitled to payment for work already carried out, materials specially ordered and other additional costs including storage.

1. If the goods have not been received within seven clear working days of the delivery date notified to the Customer by the Company or if they have been received but appear to be in a damaged condition, if there are shortages, then the Customer shall immediately give notice to the Company of the relevant facts. If such notice is not so given the Company shall not be liable to the Customer in respect of any loss or damage suffered by reason of non-delivery, short-delivery or damage which is apparent upon inspection and the Customer shall accept liability as if all the goods had been received and shall not claim against the Company in respect of non-delivery, short delivery or damage in transit. The Company shall not in any case be liable for any loss to the Customer arising from delay in transit not caused by the Company.
2. In the case of goods delivered to the order of the Customer, the Customer shall remain responsible for complying with the provisions of the Clause.
3. If the contract provides for delivery by instalments, delay in delivery or non-delivery of any instalment shall not entitle the Customer to treat the contract as at an end or to reject any other instalment.

1. Goods shall be at the Customer’s risk from the moment of delivery, whether or not property in the goods has passed or payment or part payment made therefore, and thereafter the Customer shall be responsible for insuring the goods.
2. Property in the goods and in all goods supplied or to be supplied by the Company to the Customer shall not pass to the Customer until the full amount due hereunder has been paid to the Company or until the Customer resells the goods pursuant to Clause 9.4. so long as property in the goods shall remain in the Company the goods shall be set aside from the Customer’s general stock of goods and shall be marked with an indication that they remain the property of the Company.
3. Where property remains with the Company after delivery, the Customer may use the goods in the processing or manufacture of other items. Property in the items so created shall immediately upon creation be with the Company and the items shall be held by the Customer in a fiduciary capacity for the Company unless and until the full amount hereunder has been paid to the Company.
4. Where property remains with the Company after delivery of the goods (or upon the creation of other items) the Customer shall be entitled to sell the goods (or such other items), in the ordinary course of business (and for such purpose property in the goods or such other items shall pass to the Customer immediately prior to any such sale) provided that all sums due to or received by the Customer in respect of any such sale shall be held by the Customer in a fiduciary capacity for the Company unless and until the full amount payable hereunder has been paid to the Company.
5. In the event of the Customer becoming insolvent the right to resell the goods shall be suspended and the Company by its servants or agents may enter upon the premises of the Customer to recover any goods as yet unsold by the Customer.

1. The Customer retains title to and the insurable interest in its materials. Because of this, the Company is held harmless for acts not of its doing that create losses.
2. It is the responsibility of the Company to carry insurance to protect against acts or negligence on the part of its employees in the normal course of business. If specific insurance coverage is desired, such coverage must be specified by agreement or by separate insurance rider and premium. In such instances, the liability for losses will be limited to the agreed upon insurance amount.

1. The Company shall be liable only to the extent of re-mailing a correction or correcting a job as soon as possible to rectify the mistake, and damages due by the Company to the Customer shall be limited to the value of the work performed. In no case is the Company liable for loss of business or incidental or consequential damages or costs in excess of billing for services related to the specific job.

1. Fulfilment requires a significant commitment of skilled personnel, systems and space that take time to redeploy and absorb, thus requiring advance notice of cancellation. Orders may be cancelled by the client after 60 days prior notice in writing with the understanding that the fulfilment house will be compensated in full for any work or services performed through the date that services will be terminated, plus costs involved in scrapping or preparing the material for shipment, the cost of preparing a final inventory, and the cost of any goods or services purchased prior to cancellation.

1. Quotations do not include postage or freight. Payment of postage and freight in advance is required on all orders. Postage and freight advances should be paid 15 days before the date required. In special cases [and when clearly specified], the Company may agree to advance postage, prepay freight or accept collect shipments and such advances may be subject to a surcharge.

1. A Customer’s mailing list(s) in the Company’s possession, for storage or otherwise, is the exclusive property of the Customer and shall be used only at the Customer’s instructions. The Company shall provide reasonable and prudent protection against the loss of a Customer’s list, in much the same manner that the Customer would itself. This includes adequate backup procedures for all files and programs. The Company shall pay for the cost of replacing such lists in the event of systems failure, loss by fire, vandalism, theft, or other such causes (excluding destruction of the list due to Customer’s negligence or wilful misconduct), provided that the Customer has a duplicate list or has the source material from which the list was compiled. The house shall not be liable for compiling such lists nor for an intangible or special value attached thereto. All artwork and electronic images remain the property of the customer.

1. All materials which do not meet acceptable operational standards due to poor folding, facing, trimming, packing, sticking together of material, insufficient leeway between enclosures and envelopes, square envelope flaps or other causes, will be subject to pricing at special rates. Customer will be notified when a deficiency is discovered and approval will be obtained for handling at special rates before proceeding with work, and a new delivery schedule may result.
2. Collect shipments will be accepted only if Customer obtains prior written clearance from the fulfilment house, and, in such event, a service charge will be added to the actual freight charges.
3. Each incoming carton or pallet must bear an identity, item code, quantity and a sample clearly visible. Each skid must have only one material version, unless clearly marked and separated. Multiple items should not be included within a single carton, pallet or container unless noted thereon and on accompanying paperwork.
4. All items must be clearly coded. The Company shall not be responsible for picking and packing errors which result from client’s failure to code or any mis-marking of items.
5. The Customer is expected to provide the Company with sufficient inventory or adequate sources of supply to meet anticipated demand. Cost for backorders, delay notices, cancelled orders and increased Customer service resulting from out of stock conditions will be billed additional to Customer.

1. All fulfilment, printing, bindery, assembly and direct mail handling and processing involves spoilage. Allowances for spoilage should be taken into consideration in ordering material. Every effort will be made to handle Customer’s material with frugality and to prevent undue spoilage. Nevertheless, the Company shall not be responsible for shortages of material as a result of normal spoilage in processing.
2. Printer delivery tickets must accompany the material delivered, and should show the number of pallets or cartons, the quantity per skid or carton, the corresponding item #, and the total delivery quantity.
3. It is recommended that all material receipts be spot-checked, weighed, or counted to verify the accuracy of the shippers counts. For printed materials these are frequently subject to question because of the standard 10% allowance on such material.
4. Fulfilment and mailhouses are frequently asked to accept printers’ or manufacturers’ counts until processing. In such instances, the fulfilment house shall not be responsible for shortages discovered at that time.
5. There are three categories of shrinkage allowances typical in the fulfilment and mail processing industry:
   1. If the Company is not authorized to perform any counts of the material received, there will be no independent verification, no realistic ability to develop shrinkage expectations, and the Company shall not be responsible for any inventory shrinkage.
   2. If the Company performs test counts, spot checks and weight counts, the industry standard for shrinkage is 5% to 10% of the material received. This is a common method of verifying material receipts in the fulfilment and mail industry.
   3. If the Company has been paid to count valuable items upon receipt and maintain the counted material in a special secured environment, the standard shrinkage allowances do not apply. In such instances, the fulfilment Company shall provide reasonable and prudent care against losses, and shall be responsible for losses that could have been prevented by exercising such reasonable and prudent care.
   In all instances, the liability for any losses will be limited to the cost of materials, and not incidental costs, such as loss of sales.

The Customer must advise the Company, in advance of a job, with respect to the disposition of overs. Overs may be returned to the Customer, stored, or destroyed. If items are stored or returned, applicable storage and delivery charges will be added, and at the fulfilment house’s option, and without liability to the fulfilment house, material may be automatically destroyed after 60 days if client has failed to respond to a disposition request or failed to pay for storage, at the Customer’s expense. Storage rates may be applied to old materials or materials for which disposition has not been designated.

1. Except where agreed otherwise, we will send you an individual bill for each job/project. You must pay the bill by the 20th of the month following the month at which the bill is dated.
2. We may charge you interest on the unpaid amount of any bill at our overnight overdraft daily interest rate charged by our principal bankers, calculated daily and compounding monthly from the due date until the date you pay the unpaid amount.
3. You may withhold the disputed part of a bill if you have advised us in writing before the due date:
   1. That there is a mistake in the bill; and
   2. Of the details of the mistake
4. Once we have corrected or confirmed the bill, you must pay any amount owing under the bill at once if the due date has passed.

If money is owed the Company, it may at its option, hold the Customer’s list or printing or other property against payment of delinquent invoices. “Delinquent” is defined as “past the agreed or specified payment date.”

5. All costs incurred in the recovery of overdue funds, including but not limited to debt recovery charges, late payment penalties and legal fees will be added to the balance of your account.

1. The customer acknowledges that:
   1. personal information collected or held by Orangebox (whether contained in this document or otherwise obtained) is provided and may be held, used and disclosed for the following purposes:
      1. administering, whether directly or indirectly, Orangebox’s contracts and enforcing Orangebox’s right thereunder;
      2. marketing goods and services provided by Orangebox;
      3. ascertaining at any time the Customer’s creditworthiness and obtaining at any time credit statements;
      4. enabling Orangebox to notify any credit agency of any application for credit or default on any obligation of the Customer to Orangebox and enabling Orangebox to provide such personal information to any credit agency, so such credit agency can maintain effective accounting records;
      5. enabling the Customer to communicate with Orangebox for any purpose.
   2. Such personal information is collected by and will be held by Orangebox at its office.
   1. The Customer has the right under the Privacy Act 1993 to obtain access to and to request correction of any personal information concerning it held by Orangebox.
   2. The Customer authorises Orangebox to obtain at any time from any person or entity, any information Orangebox may require to process and/or accept any application for credit the Customer may make to Orangebox or to perform or complete any of the other purposes for which the Customer has provided personal information to Orangebox. The Customer authorises any such person to release to Orangebox any personal information that person holds concerning the Customer. This includes authorisation to conduct Criminal and Credit checks.
   3. For the purposes of the preceding clauses the term “Orangebox” includes any financier or discounter of Orangebox’s contract, or any related company of Orangebox. The term “related company” has the meaning given it by the Companies Act 1955 or replacement legislation.
   4. If the Customer fails to provide any information requested by Orangebox in respect of any application for credit accounts the Customer may make, Orangebox may be unable to process such application.
   5. If the Customer misrepresents any information requested by Orangebox, Orangebox may immediately cancel any contract it has with the Customer and demand immediate payment of any debts owed to Orangebox at the Customer’s cost.