Terms and Conditions

1.2 “Client” means the person/s requesting VRTX ACTIVEWEAR to supply the Goods, as specified in any quotation, order, invoice or other document, and where more than one person has entered into the contract, they shall be jointly and severally liable under the contract (including for all payments of the Price).

1.3 “Goods” means all Goods and/or Services provided by VRTX ACTIVEWEAR to the Client, at the Client’s request, from time to time (including any apparel, designs, drawings or materials supplied, consumed, created or deposited incidentally by VRTX Activewear in the course of supplying to the Client any Goods (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.4 “Price” means the price payable for the Goods as agreed between VRTX ACTIVEWEAR and the Client in accordance with clause 4 of the contract.

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts VRTX ACTIVEWEAR's quotation (either orally or in writing) for, the supply of Goods.

2.2 These terms and conditions may only be amended with VRTX ACTIVEWEARs consent in writing.

3. Change in Control

3.1 The Client shall give VRTX ACTIVEWEAR not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by VRTX Activewear as a result of the Client’s failure to comply with this clause.

4. Price and Payment

4.1 At VRTX ACTIVEWEAR’s sole discretion the Price shall be as indicated on any invoice/s provided by VRTX ACTIVEWEAR to the Client

4.2 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by VRTX ACTIVEWEAR, which may be:

(a) before Delivery; or

(b) by way of instalments in accordance with VRTX ACTIVEWEAR’s payment schedule.

c)If the order is suspended for more than thirty (30) days at the request of the Client, or as a result of something for which the Client is responsible, VRTX ACTIVEWEAR may issue an invoice for a particular amount (to be specified by VRTX ACTIVEWEAR) for Goods already supplied, and for other costs incurred by VRTX ACTIVEWEAR (such as storage costs, etc.); or

4.3 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card, or by any other method as agreed to between the Client and VRTX ACTIVEWEAR.

4.4 Unless otherwise stated the price includes GST

5.1 VRTX ACTIVEWEAR reserves the right to change the Price in the event of a variation to the quoted Goods, including:

(a) any preliminary work ,and work carried out experimentally, speculatively, or otherwise at the Client’s request; and

(b) any extra work or cost caused by any variation by the Client of its original instructions, or by the those instructions being, in VRTX ACTIVEWEAR’s opinion, poorly prepared, or by the Client’s requirements being different from those originally submitted or described; and

(c) any tabulated work and/or foreign language to be incorporated in the Goods, but not contained in the Client’s instructions originally submitted; and

(d) additional work required to be done as a result of author’s corrections, including repagination or reformatting; or

(e) work required to be done urgently, including any overtime costs; or

(f) handling or storing Property supplied for the purposes of supplying the Goods.

(g) VRTX ACTIVEWEAR shall not be liable for any breach of these terms and conditions if that breach is a result of, or is connected with, the supply by any third party of such products and/or services.

6. Proof Reading

6.1 Whilst every care is taken by VRTX ACTIVEWEAR to carry out the instructions of the Client, if VRTX ACTIVEWEAR submits to the Client a proof of the Goods, VRTX ACTIVEWEAR will not be responsible for any errors which appeared in the proof which were not corrected by the Client before the Goods are produced.

7.1 Any time specified by VRTX ACTIVEWEAR for Delivery is an estimate only and VRTX ACTIVEWEAR will not be liable for any loss or damage incurred by the Client as a result of delayed Delivery. However both parties agree that they shall make every endeavour to enable the Goods to be supplied at the time and place as was arranged between both parties. In the event that VRTX ACTIVEWEAR is unable to supply the Goods as agreed solely due to any action or inaction of the Client then VRTX ACTIVEWEAR shall be entitled to charge a reasonable fee for redelivery, detention and/or storage.

8. Fabrics and Printing

8.1 The Client acknowledges that artwork for process printing on apparel are different to that of paper printing; VRTX ACTIVEWEAR takes no responsibility for supplied artwork when resulting print does not meet the Client’s expectations. Screens and sampling costs will be charged in accordance with clause 6.

9.1 VRTX ACTIVEWEAR and the Client agree that the Client’s obligations for the Services shall not cease, and ownership of the Goods shall not pass, until the Client has paid VRTX ACTIVEWEAR all amounts owing to VRTX ACTIVEWEAR

9.2 The Client must not sell, dispose, or otherwise part with possession of the Goods. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of sale of the Goods on trust for VRTX ACTIVEWEAR and must pay or deliver the proceeds to VRTX ACTIVEWEAR on demand

10. Defects and Competition and Consumer Act 2010 (CCA)

10.1 The Client must, on Delivery, inspect the Goods, and must within seven (7) days of such time notify VRTX ACTIVEWEAR in writing of any evident defect/damage, error or omission, shortage in quantity, or failure to comply with the description or quotation. The Client must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Client must allow VRTX ACTIVEWEAR to inspect the Goods.

10.2 If VRTX ACTIVEWEAR is required to rectify, re-supply, or pay the cost of re-supplying the Goods, but is unable to do so, then VRTX ACTIVEWEAR may refund any money the Client has paid for the Goods, but only to the extent that such refund shall take into account the value of Goods which have been supplied to the Client which were not defective.

10.3 Subject to this clause 10, the return of defective Goods will only be accepted provided that:

(a) the Goods exhibit a variation from the final proof approved by the Client; and

(b) the Client has complied with the provisions of clause 10.1; and

(c) the Goods are unfit for the purpose that VRTX Activewear had suggested; and

(d) VRTX ACTIVEWEAR has agreed that the Goods are defective; and

(e) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and

(f) the Goods are returned in as close a condition to that in which they were delivered as is possible.

10.4 VRTX ACTIVEWEAR shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

(a) the Client failing to correct any error in proof (as per clause 6.1); or

(b) the Client changing their mind; or

(c) the Client failing to properly store the Goods; or

(d) the Client using the Goods for any purpose other than that for which they were designed; or

(e) the Client continuing to use the Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user; or

(f) the Client failing to follow any instructions or guidelines provided by VRTX Activewear; or

(g) fair wear and tear or any accident or anything unrelated to the conduct of VRTX Activewear

10.4 VRTX ACTIVEWEAR may, in its absolute discretion, accept non-defective Goods for return, in which case VRTX ACTIVEWEAR may require the Client to pay handling fees of up to twenty percent (20%) of the value of the returned Goods, plus any freight costs. Other than in accordance with this clause 10, non-stocklist items, or Goods made to the Client’s specifications, are under no circumstances acceptable for credit or return.

10.5 Notwithstanding anything contained in this clause if VRTX ACTIVEWEAR is required by a law to accept a return, then VRTX ACTIVEWEAR will only accept a return on the conditions imposed by that law.

11. Intellectual Property and Confidentiality

11.1 Unless agreed otherwise between VRTX ACTIVEWEAR and the Client, drawings, sketches, photographs, designs, or other media or data and other material produced by VRTX ACTIVEWEAR in the course of, or in preparation of, supplying the Goods are the property of VRTX ACTIVEWEAR.

11.2 Intellectual property rights in all artistic and literary work authored by VRTX ACTIVEWEAR shall be the property of VRTX ACTIVEWEAR. The Client warrants that the Client has copyright in, or a license to authorise VRTX ACTIVEWEAR to reproduce, all artistic and literary work supplied by the Client to VRTX ACTIVEWEAR for the purposes of supplying the Goods, and the Client hereby expressly authorises VRTX ACTIVEWEAR to reproduce all and any of such work for the purposes aforesaid

11.3 The Client agrees that VRTX ACTIVEWEAR may (at no cost) use for the purposes of marketing, any Goods which VRTX ACTIVEWEAR has created for the Client.

11.4 The Client must keep confidential, and not use, any ideas communicated by VRTX ACTIVEWEAR to the Client without VRTX ACTIVEWEAR’s written consent.

12. Default and Consequences of Default

12.1 Compound interest on overdue invoices may accrue daily from the date when payment becomes due, until the date of payment, at a rate of up to percent (5%) per day, at the discretion of VRTX Activewear

12.2 Without prejudice to any other remedies VRTX ACTIVEWEAR may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions VRTX ACTIVEWEAR may suspend or terminate the supply of Goods to the Client. VRTX ACTIVEWEAR will not be liable to the Client for any loss or damage the Client suffers because VRTX ACTIVEWEAR has exercised its rights under this clause.

13. Cancellation

13.1 VRTX ACTIVEWEAR may cancel any contract to which these terms and conditions apply, or cancel Delivery at any time before the production of the Goods are delivered, by giving written notice to the Client. On giving such notice VRTX ACTIVEWEAR shall repay to the Client any money paid by the Client for the Goods, less any amounts owing the VRTX ACTIVEWEAR for Services performed up to that date. VRTX ACTIVEWEAR shall not be liable for any loss or damage whatsoever arising from such cancellation.

13.2 In the event that the Client cancels the contract, or Delivery, the Client shall be liable for any and all loss incurred (whether direct or indirect) by VRTX ACTIVEWEAR as a direct result of the cancellation (including, but not limited to, any loss of profits). However, cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

14.1 The Client shall have the right to request from VRTX ACTIVEWEAR:

(a) a copy of the information about the Client retained by VRTX ACTIVEWEAR and the right to request that VRTX ACTIVEWEAR correct any incorrect information; and

(b) that VRTX ACTIVEWEAR does not disclose any personal information about the Client for the purpose of direct marketing.

14.2 VRTX ACTIVEWEAR will destroy personal information upon the Client’s request or if it is no longer required unless it is required in order to fulfil the obligations of the contract or is required to be maintained and/or stored in accordance with the law.

14.3 The Client can make a privacy complaint by contacting VRTX ACTIVEWEAR. VRTX ACTIVEWEAR will respond to that complaint and will take all reasonable steps to make a decision as to the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at www.oaic.gov.au.

15.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

15.2 These terms and conditions, and any contract to which they apply, shall be governed by the laws of New South Wales, the state in which VRTX ACTIVEWEAR has its principal place of business, and are subject to the jurisdiction of the Sydney courts in that state.

15.3 The Client agrees that VRTX ACTIVEWEAR may amend these terms and conditions at any time. If VRTX ACTIVEWEAR makes a change to these terms and conditions, the Client will be notified. The change will take effect from the date on which the Client is taken to have accepted such changes. The Client will be taken to have accepted such changes if the Client makes a further request for VRTX ACTIVEWEAR to supply Goods to the Client or if the Client does not contact VRTX ACTIVEWEAR within seven (7) days after being notified;

15.4 Neither party shall be liable for any default due to any act of war, terrorism, strike, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.