Terms and Conditions
The Colour Cartel – Trading Terms
Effective date: 9th December, 2025
The Colour Cartel Pty Ltd ACN 647 171 953, including any Related Bodies Corporate, is referred to in these Trading Terms as “We” or “Us” and “Our” means belonging to Us.
By placing any Order with Us for Goods or Services in accordance with these Trading Terms, you, including any Related Bodies Corporate (collectively referred to in these Trading Terms as “You”), agree to be bound by these Trading Terms.
1.
2. DEFINITIONS
In these Trading Terms, the following definitions apply:
Contract has the meaning given to this term in clause 3.4.
Goods means any goods supplied by Us in accordance with these Trading Terms.
Intellectual Property Rights means any statutory and other intellectual property rights (including, but not limited to, designs, copyright, patents, trademarks, inventions, innovations, patents, utility models, circuit layouts, mask rights, confidential information, trade secrets, know-how, and any other rights in respect of intellectual property).
Order means any written, verbal or electronic purchase order for Goods and/or Services from Us.
Prices means Our prices for Goods and/or Services, as listed in any current quotation, offer, catalogue or price list produced by Us (including, if applicable, as may be currently displayed on Our website).
Proof means any pre-production sample of Goods provided to You for the purposes of checking errors and/or making alterations.
Related Bodies Corporate has the definition given to this term in the Corporations Act 2001 (Cth).
Services means any printing, design or other services provided by Us in accordance with these Trading Terms.
Trading Terms means these terms and conditions of trade, as varied by Us from time to time.
Your means belonging or pertaining to You.
3. APPLICATION OF TRADING TERMS
3.1. Unless otherwise agreed in writing by Us, these Trading Terms (as amended by Us from time to time), together with any quotation, offer, current catalogue, or price list produced by Us from time to time, constitute the entire terms of trade between You and Us, and:
(a) apply to the supply of all Goods by Us to You;
(b) prevail over any terms and conditions You may nominate;
(c) prevail over the terms of any other document (including any Order); and
(d) supersede all previously issued terms and conditions of trade previously issued by Us.
3.2. Subject to any applicable law, any warranty, representation or guarantee not included or provided for in these Trading Terms is of no effect.
3.3. We may amend these Trading Terms from time to time without notice to You and You will be deemed to have had knowledge of and have accepted such amendments if You continue to purchase Goods and/or Services from Us.
4. ORDERS
4.1. Any quotation or offer provided by Us in respect of supplying Goods and/or Services is subject to review, amendment or withdrawal by Us at any time prior to acceptance by You or the expiry of the quotation or offer (whichever occurs first).
4.2. You may place an Order by emailing Your artwork and Order directly to Our processing department.
4.3. You acknowledge and agree that:
(a) We may, subject to Our acceptance of Your Order and Your acceptance of any Proof We have provided for Your review, immediately commence manufacturing and providing the Goods and/or Services to You;
(b) You are solely responsible for the content and accuracy of the artwork provided to Us and You confirm that You are solely responsible for checking that Your Order, and any Proof provided by Us, are suitable for Your requirements;
(c) We will not be responsible for checking, for errors or otherwise, any of the artwork provided by You;
(d) We may, in our absolute discretion, refuse any Order from You, including where the artwork supplied by You or the requirements of Your Order are offensive, obscene, defamatory or unlawful in any way;
(e) We will not be liable in respect of any errors or defects in the Goods arising from any artwork provided by You; and
(f) it is Your responsibility to maintain Your own copies of all artwork supplied to Us.
4.4. We have no obligation to supply any Goods and/or Services until Your Order has been accepted by Us. We will notify You within a reasonable time whether Your Order has been accepted. Our acceptance of Your Order creates a Contract between us to supply the Goods and/or Services to You subject to these Trading Terms and, other than to the extent We agree in writing to the contrary, on terms consistent with any unexpired quotation or offer which immediately preceded Your Order and has not been withdrawn by Us.
4.5. Your Order may only be cancelled or varied by You after acceptance by Us if:
(a) We have accepted Your request for such a cancellation or variation (such requests to be emailed to Us and to include a full explanation of the reasons for such cancellation or variation); and
(b) You have agreed to reimburse Us in full for all reasonable costs and expenses which We will incur as a result of Your cancellation or variation of Your Order.
4.6. Your Order and the corresponding Contract may be cancelled by Us if, after acceptance of Your Order, We are unable to obtain the necessary materials necessary to complete Your Order by the estimated delivery date and if acceptable substitute materials have not been agreed with You within a reasonable period of Us notifying You of the delay.
5. INTELLECTUAL PROPERTY
5.1. You acknowledge and agree that We will not accept any responsibility for any infringement of any Intellectual Property Rights of a third party arising out of or in connection with the artwork provided by You.
5.2. Without limiting any other provision of these Trading Terms, You agree to indemnify Us against any claims by any third party for infringement or unauthorised use of any Intellectual Property Rights arising out of or in connection with the artwork provided to Us by You.
6. PRICES AND PAYMENT
6.1. Subject to clause 5.4, You agree to buy and We agree to supply the Goods and/or Services for the Prices.
6.2. Unless expressly stated by Us, the Prices do not include any sales, goods and services, value added or any other applicable government tax or duty. We will disclose the amount of such taxes and duties as a separate item on Our invoices and these will be payable in addition to the Prices.
6.3. The Prices include the cost of Our standard packaging for the Goods. The cost of any special packaging materials or techniques requested by You in connection with the Goods must be paid for by You in addition to the Prices.
6.4. We reserve the right, from time to time but prior to issuing an invoice to You, to increase the Prices:
(a) to take account of increases in the cost of providing the Goods to You (which may include, but are not limited to, increases in the cost of energy, materials, labour, equipment or delivery) which are due to any factor beyond Our reasonable control or are due to Your failure to provide adequate information, artwork or instructions; or
(b) to correct, without any liability on Our part, any errors or omissions quotation, offer, current catalogue or price list produced by Us (including, if applicable, as may be currently displayed on Our website).
6.5. We reserve the right to pass on to You any additional costs (including merchant fees) incurred by Us where You pay Us by credit card (if applicable).
6.6. You must pay for all Goods and/or Services in full at the time of placing Your Order, unless We have separately agreed in writing with You that payment may be made in instalments prior to the Goods and/or Services being supplied or provided. Notwithstanding any other provision of these Trading Terms or any separate agreement with You, Goods will not be supplied to You until We have received full payment for such Goods.
7. TITLE AND RISK AND WAREHOUSING
7.1. Risk in relation to any Goods passes to You upon delivery of the relevant Goods to You in accordance with these Trading Terms.
7.2. Title in relation to Goods shall not pass to You until We have received full payment for the relevant Goods.
7.3. To the extent that the Services We provide to You include any warehousing or storage of Goods on Your behalf, the following provisions will, subject to the terms of any separate written agreement with Us in respect of such warehousing or storage services, apply:
(a) the Goods will be stored at Your sole risk and You are responsible for arranging Your own insurance. We will not be responsible for any loss or damage that occurs to the Goods during the course of such warehousing or storage services except to the extent that any loss or damage is the result of the actions of Our employees;
(b) You agree to comply with all relevant laws as may be applicable to Your usage of Our warehousing or storage services and the liability for any breach of such laws by You rests absolutely with You and includes any and all costs resulting from such a breach;
(c) You indemnify Us from and against all claims for any loss or damage resulting from Your usage of Our warehousing or storage services;
(d) in the event that there is no movement in respect of the Goods We are storing for You for a period lasting more than 3 consecutive months, We will return such Goods to You in a manner of Our choosing, subject to receiving full payment from You of the applicable delivery costs; and
(e) in the event of any Prices charged by Us in respect of Our warehousing or storage services not being paid by You within 30 days of the due date for payment or any failure by You to pay the delivery costs described in clause 6.3(d) above, We are authorised to sell the relevant Goods as We see fit in order to recover any amounts owed to, or incurred by, Us in connection with Your failure to pay our Prices on time. We will then account to You for the remaining balance (if any) of any sale proceeds.
8. DELIVERY
8.1. Subject to clause 7.2 and any alternative delivery arrangements nominated by You and accepted by Us, the method and date of delivery of Goods purchased shall be on the terms stated in Our current quotation, offer, catalogue, website, or price list (whichever is applicable) and shall be at Your risk, cost and expense. You agree that in the event that any freight or delivery charges are paid by Us, You must reimburse the full amount of such charges on demand.
8.2. Any date quoted for supply or delivery of Goods are approximate only and although We will use reasonable efforts to meet them, We will not be liable for any delay in such supply or delivery.
8.3. You will be deemed to have accepted Goods, free from any defect or other non-conformity, unless We receive a substantiated claim from You within 7 days from the date of delivery of the relevant Goods to You in accordance with these Trading Terms.
9. FORCE MAJEURE
We will not be liable for any failure to perform, or delay in performance of, any obligation where such failure or delay is due to anything beyond Our reasonable control including, but not limited to, strikes, lockouts and other industrial action, material shortages, failure of any of Our suppliers to supply, accidents, power or data transmission failure, breakdowns of plant or machinery, import or export regulations or embargoes, pandemic and adverse weather conditions.
10. LIMITATIONS OF LIABILITY
10.1. The Competition and Consumer Act 2010 (Cth) may imply certain conditions and warranties into these Trading Terms that cannot be excluded or modified. These Trading Terms do not exclude or modify any of those conditions and warranties if to do so would contravene that law or make any part of these Trading Terms void.
10.2. Subject to clause 9.1, all warranties and conditions that may be implied into these Trading Terms are excluded and Our liability for breach of any implied condition or warranty that cannot be excluded is limited (at Our option) to:
(a) (in respect of Goods) the repair or replacement of those Goods or reimbursement of the cost of having those Goods repaired or replaced; and
(b) (in respect of Services) providing those Services again or reimbursement of the cost of providing those Services again.
10.3. Despite any other provision of these Trading Terms, to the extent permitted by law, We have no liability to You nor will You be entitled to claim against Us in respect of any loss of profits, business revenue, goodwill, opportunity or savings or any other form of indirect or consequential loss or damage howsoever claimed arising out of or in connection with the supply or provision of Goods and/or Services under these Trading Terms or otherwise at law or in equity.
10.4. You acknowledge that the exclusions and limitations in this clause 9 are customary for suppliers of goods and services equivalent to the Goods and Services and are fair and reasonable given the nature of the Goods and Services and the Prices charged for them.
10.5. This clause shall survive termination of these Trading Terms.
11. YOUR WARRANTIES AND INDEMNITY
11.1. You warrant that:
(a) any artwork provided by You for printing or production by Us will not:
(i) contain anything which is offensive, obscene, defamatory or unlawful in any way;
(ii) contain any viruses, corrupted data or files, malicious software or any other such harmful components which may damage or alter Our computer systems or data; and
(iii) infringe the Intellectual Property Rights of any other person; and
(b) the printing and/or production of the artwork provided by You will not give rise to any claims against, or liabilities for, Us, Our officers, employees or agents.
11.2. You indemnify Us against all expenses, losses, damages and costs (including on a solicitor and own client basis and whether incurred by Us or awarded against Us) that We may incur as a direct or indirect result of any breach by You of these Trading Terms, including any warranty contained in these Trading Terms.
12. TERMINATION
12.1. We may, without affecting any other rights We have, terminate or suspend any Contract with You with immediate effect by giving You written notice if:
(a) if You breach any provision of these Trading Terms and fail to remedy such breach within 7 days of Our notice requiring You to do so;
(b) if You breach any provision of these Trading Terms where such breach is not capable of remedy; or
(c) if You cease to be able to pay Your debts as they become due or if You become subject to any form of insolvency administration.
12.2. If We exercise Our rights pursuant to clause 11.1 to terminate or suspend a Contract with You, We will immediately be entitled to invoice You for any work in progress under that Contract at Our current rates. This clause does not limit or affect any other remedy which may be available to Us including seeking compensation for any loss or damage suffered by Us.
13. GENERAL
13.1. We may sub-contract the production, manufacture, supply or delivery of all or some of the Goods and/or Services without notice to You.
13.2. Any failure by Us to insist on strict compliance with these Trading Terms or any delay by Us in exercising Our rights under these Trading Terms will not constitute a variation or waiver of any provision of these Trading Terms or of any right available to Us.
13.3. If part or all of any provision of these Trading Terms or its application to any person or circumstance is held to be illegal or unenforceable, the provision will be interpreted so as to ensure it is not illegal or unenforceable. If any provision or part of it cannot be so interpreted, the provision or relevant part of it will be severed from these Trading Terms and the remaining provisions of these Trading Terms will continue in force.
13.4. Where You are comprised of 2 or more persons, an agreement or obligation to be performed or observed by You binds those persons jointly and each of them severally.
13.5. Any notice or document required to be served under these Trading Terms will be sufficiently served if delivered or posted by pre-paid post to the address of that party or sent by email to the email address of that party, as notified by that party from time to time in writing. If the notice or document is posted, service will be deemed to have been effected 5 business days after the date on which the notice or document was posted. If the notice or document was sent by email, service will deemed to have been effected simultaneously with sender initiating delivery of that notice or document unless the sender’s machine receives a report indicating that the notice or document was not delivered. Any notice or document delivered on a day that is not a business day or after 5.00pm on a business day, is taken to have been delivered at 9.00am on the following business day.
14. GOVERNING LAW
These Trading Terms are governed by the laws of the State of Victoria. All parties submit to the non-exclusive jurisdiction of the Courts of Victoria.
