Terms of Business – Standard Supplier

International Creative Services (ICS) is a registered trading name of Magnetic Inspiration Pty Ltd (43136401075).

1            Basis of Purchase

1.1        The Purchase Order or written confirmation to commence work constitutes an offer by ICS to purchase the Deliverables and/or acquire the Services subject to these Terms Of Purchase.

1.2        Your agreement to commence work or the commencement of work constitutes acceptance of such offer.

1.3        These terms apply and supersede any terms in your quote or documentation unless expressly agreed to in writing by ICS. These terms apply unless expressly noted in the ICS Purchase order or in ICS written documentation.

2            Specifications

2.1        The deliverables will be as briefed and established in writing between both parties including reference to production quality, duration, content inclusions, format, specifications and delivery deadlines. Any change to the specifications must be done in writing and agreed to by both parties.

2.2        The Supplier shall comply with all applicable regulations or other legal requirements concerning the production, and delivery of the Deliverables or services as specified in the purchase order and written communication.

2.3        ICS can request samples, an outline of concepts and treatments during the production or service to ensure clear communication of expectations around quality and/or deliverables.

2.4        At any time if ICS is not satisfied that the production or service complies or will comply in all respects of the Contract and ICS so informs the Supplier within 7 days, the Supplier shall take steps as are necessary to ensure compliance.

3            Confidentiality

3.1        The Supplier shall keep confidential all information pertaining to, belonging to, or held by ICS which may come into the Supplier’s possession during the period of the Contract and shall not without the prior written consent of ICS divulge the existence of the Contract or disclose any of the information to a third party for any purpose other than is necessary to fulfill its obligations under the Contract.

3.2        Where an NDA is in place only those parties who have signed an NDA are free to discuss the project/s.

4            Price

4.1        The price of the Deliverables and the Services shall not exceed that stated in the Purchase Order and/or the approved scope of work unless otherwise advised in writing and agreed to prior to incurring the charges.

4.2        All quotes will be inclusive of all royalties, license fees or similar expenses arising from the use of any intellectual property for the purpose of fulfilling the Contract. Any limitations of use for the scope of work is to be detailed and agreed to in writing by both parties prior to commencement of work.

4.3        All charges to ICS will be in the currency stipulated in the scope of work and no variations in exchange rates will be charged.

4.4        ICS shall be entitled to any discount for prompt payment, bulk purchase or volume of purchase customarily granted by the Supplier to its customers.

5            Terms of Payment

5.1        The Supplier shall, following supply of the agreed work and deliverables, submit an invoice for the Price of the actual Deliverables and/or Services supplied in accordance with the Contract, noting the Purchase Order and any other particulars prescribed in the Purchase Order and such shall be sent to the Delivery Address as stated on purchase order.

5.2        Unless otherwise stated in the Purchase Order ICS shall pay the Price for the Deliverables or Services within 30 days of receipt by ICS of a valid invoice.

5.3        ICS reserves the right to refuse payment of any invoice that is not submitted in accordance with the Contract. ICS shall be entitled to set off against the Price any sums owed to ICS by the Supplier or any holding subsidiary or associated company of the Supplier.

6            Delivery

6.1        The Deliverables or Services shall be delivered to the agreed delivery address and by the agreed delivery dates.

6.2        Where the date of delivery of the Deliverables or of performance of the Services is to be specified after the placing of the Purchase Order or changed, the Supplier shall give ICS reasonable notice of the specified date.

6.3        ICS shall be entitled to reject any work performed which is not in accordance with the Contract, and shall not be deemed to have met agreed expectations.

6.4        If the Deliverables are not delivered or the Services are not performed on the due date then, without prejudice to any other remedy, ICS shall be entitled to deduct from the Price or (if ICS has paid the Price) to claim from the Supplier by way of liquidated damage for delay five per cent of the Price for every week’s delay, up to a maximum of fifty per cent.

7            Risk and Property

7.1        Risk of damage to or loss of the Deliverables shall pass to ICS upon delivery to ICS in accordance with the Contract.

7.2        Property in the Deliverables shall pass to ICS upon delivery, unless payment for the Deliverables is made prior to delivery, when it shall pass to ICS once payment has been made.

8            Warranties and Liability

8.1        The Supplier warrants to ICS that the Deliverables or Services in the price will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Purchase Order was placed; and will be free from defects in design, material and workmanship; will be delivered on time, and will correspond with any relevant Specification or sample; and will comply with all statutory requirements and regulations relating to the sale of the Deliverables or supply of Services; and

9.2        The Supplier warrants that the Supplier has good title to the Deliverables and that the Deliverables are free from undisclosed charges, encumbrances or liens.

9.3        The Supplier warrants to ICS that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for ICS to accept in all circumstances. ICS has the right to review qualifications or folios of any proposed crew and the right to a replacement where workmanship is below agreed expectations.

9.4        Without prejudice to any other remedy, if any Deliverables or Services are not supplied or performed in accordance with the Contract, then ICS shall be entitled, at ICS’s sole option: to require the Supplier to repair the Deliverables or to supply replacement Deliverables or re-perform the Services in accordance with the Contract within 7 days, and to reimburse ICS for charges incurred by ICS in returning the non- conforming Deliverables to the Supplier; and/or and whether or not ICS has previously required the Supplier to repair the Deliverables or to supply any replacement Deliverables or Services, to treat the Contract in whole or in part as discharged by the Supplier’s breach and required the full repayment of any part of the Price which has been paid; and/or recover from the Supplier any expenditure reasonably incurred by ICS in obtaining Deliverables or Services from another supplier.

9..5       Termination of the Contract for any reason shall not bring to an end the confidentiality obligations contained in Clause 4 hereunder.

9.6        Termination of the Contract, however arising, shall be without prejudice to the rights and duties of ICS accrued prior to termination.

10          Sales to Third Parties

10.1      The Supplier agrees not to sell items made to ICS’s specific instructions to any person, third party or company except with written authority from ICS.

11          Technical Support

11.1      The Supplier will make available technical staff and support facilities for the Deliverables in the form of experts with technical knowledge of the Deliverables project files, literature, handbooks, catalogues etc. for a period of five years from the date of the Purchase Order.

12          Labeling

12.1      A description of the Deliverables may be requested by ICS and if specified will be included on each Deliverable; includes key numbers, title description, duration, client name and similar.

13          Corruption

16.1      ICS shall be entitled to terminate the Purchase Order and to recover from the Supplier the amount of any loss resulting from such cancellation, if the Supplier shall have offered or given or agreed to give any person employed by ICS any gifts, payments of considerations or any kind of inducement in relation to the obtaining or execution of any Deliverables.

14          General

14.1      Except for fraudulent misrepresentation, this Contract constitutes the full and complete agreement between the parties and supersedes all prior understandings, whether oral or written, pertaining to the subject matter. In the event of conflict, these Conditions shall prevail.

14.2      The Purchase Order is personal to the Supplier and the Supplier shall not assign or transfer or purport to assign or transfer to any other person any of its right or subcontract any of its obligations under the Contract.

14.3      Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

14.4      No waiver by ICS of any breach of the Contract by the Supplier shall be considered as a waiver of any subsequent breach of the same or any other provision.

14.5      The Contract shall be governed by the laws of Victoria, Australia and is subject to the non-exclusive jurisdiction of the courts of that State.

14.6      The Supplier shall indemnify ICS in full against all liabilities, loss, damages, costs and expenses (including legal expenses) awarded against or incurred or paid by ICS as a result of or in connection with: breach of any warranty given by the Supplier in relation to the Deliverables or the Services; breach of any of the Conditions; any claim that the Deliverables infringe, or their importation, use or resale, infringes the patent, copyright, design, right, trademark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by ICS any liability under the Trade Practices Act 1974 or equivalent State Fair Trading legislation in respect of the Deliverables; any act or omission of the Supplier or its employees, agents or sub-contractors in supplying, delivering and installing of the Deliverables or performing the Services; any act or omission of any of the Supplier’s personnel in connection with the performance of the Services.

14.7      ICS reserves the right to defer the date of delivery or payment or to cancel the Contract or reduce the volume of the Deliverables or Services ordered if it is prevented from or delayed in the carrying on of its business due to circumstances beyond its control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

14.8 The Supplier will comply with all occupational health and safety laws applicable to it in connection with the Production. As a condition of working with International Creative Services (ICS) you will comply with all safety requirements explained to you prior to or during the production.

15          Insurance

15.1      The Supplier shall have in force and shall maintain a policy of insurance in respect of its liabilities with a limit of not less than $20,000,000 for any one claim arising out of any one incident or event and without limit as to the number of claims during the period of insurance.

16          Termination

16.1      ICS shall be entitled to cancel the Purchase Order in respect of all or part only of the Deliverables and/or Services by giving notice to the Supplier at any time prior to delivery or performance, in which event ICS’s sole liability will be to pay to the Supplier the Price for the Deliverables or Services in respect of which Buyer has exercised its right of cancellation, less the Supplier’s net saving of cost arising from the cancellation.

16.2      ICS shall be entitled to terminate the Contract without liability to the Supplier by giving notice to the Supplier at any time if: the Supplier makes any voluntary arrangement with its creditors (within the meaning of the Corporations Act 2001) or (being a company) becomes subject to an administration order or similar.

16.3      If the Supplier does not stipulate specific cancellation terms in their Scope Of Work and they have been accepted in writing by ICS, then only the out of pocket expenses on the project plus the agreed mark up rate will be applied.




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