TERMS AND CONDITIONS OF TRADE

  1. 1. Definitions

1.1            “Contract” means the terms and conditions contained herein, together with any Quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

1.2            “Sign Crafters” means Ruthland Pty Ltd T/A Sign Crafters, its successors and assigns or any person acting on behalf of and with the authority of Ruthland Pty Ltd T/A Sign Crafters.

1.3            “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Sign Crafters to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a)   if there is more than one Client, is a reference to each Client jointly and severally; and

(b)   if the Client is a partnership, it shall bind each partner jointly and severally; and

(c)   if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

(d)   includes the Client’s executors, administrators, successors and permitted assigns.

1.4            “Goods” means all Goods or Services supplied by Sign Crafters to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.5            "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

1.6            “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.

1.7            “Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Sign Crafters and the Client in accordance with clause 5 below.

1.8            “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

 

  1. 2. Acceptance

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 Delivery of the Goods.

2.2            In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

2.3            Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

2.4            The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Sign Crafters and it has been approved with a credit limit established for the account.

2.5            In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, Sign Crafters reserves the right to refuse Delivery.

2.6            The Client is strongly recommended to place an order in writing.  Orders should clearly state the Client’s particular requirements.  Sign Crafters will not be responsible for errors or omissions due to oversight or to misinterpretation of the Client’s verbal instructions.

2.7            Quotations are only for work according to original specifications.  If through the Client’s error, or omission, work has to be redone or alterations or additions to specifications are required, then Sign Crafters may make an additional charge.  In the event that an order is cancelled or suspended by the Client, then Sign Crafters may immediately require the Client to pay for work done to the date of cancellation or suspension.

2.8            Sign Crafters reserves the right not to undertake any work which in its opinion is or may be unlawful, offensive, or otherwise inappropriate.

2.9            Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions Act 2000 (New South Wales), the Electronic Communications Act 2000 (South Australia), the Electronic Transactions Act 2001 (Australian Capital Territory), the Electronic Transactions (Victoria) Act 2000, the Electronic Transactions (Northern Territory) Act 2000, Section 14 of the Electronic Transactions (Queensland) Act 2001, Section 7 of the Electronic Transactions Act 2000 (Tasmania), Section 10 of the Electronic Transactions Act 2011 (Western Australia), or any other applicable provisions of that Act or any Regulations referred to in that Act.

2.10         These terms and conditions may be meant to be read in conjunction with Sign Crafters’ Hire Form, and:

(a)   where the context so permits, the terms ‘Services’ or ‘Goods’ shall include any supply of Equipment, as defined therein; and

(b)   if there are any inconsistencies between the two documents then the terms and conditions contained therein shall prevail.

 

  1. 3. Errors and Omissions

3.1            The Client acknowledges and accepts that Sign Crafters shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

(a)   resulting from an inadvertent mistake made by Sign Crafters in the formation and/or administration of this Contract; and/or

(b)   contained in/omitted from any literature (hard copy and/or electronic) supplied by Sign Crafters in respect of the Services.

3.2            In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of Sign Crafters; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

  1. 4. Change in Control

4.1            The Client shall give Sign Crafters 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, change of trustees, or business practice). The Client shall be liable for any loss incurred by Sign Crafters as a result of the Client’s failure to comply with this clause.

 

 

  1. 5. Price and Payment

5.1            At Sign Crafters’ sole discretion, the Price shall be either:

(a)   as indicated on any invoice provided by Sign Crafters to the Client; or

(b)   Sign Crafters’ quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

5.2            Sign Crafters reserves the right to change the Price:

(a)   if a variation to the Goods which are to be supplied is requested; or

(b)   if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or

(c)   if during the course of the Services, the Goods are not or cease to be available from Sign Crafters’ third party suppliers, then Sign Crafters reserves the right to provide alternative Goods; or

(d)   where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, limitations to accessing the site, availability of machinery, obscured site/building defects which require remedial work, health hazards/safety considerations (including the discovery of asbestos), inaccurate measurements provided by the Client, delays or non-approval in obtaining council or local authority permits, prerequisite work by any third party not being completed, etc.) which are only discovered on commencement of the Services; or

(e)   in the event of increases to Sign Crafters in the cost of labour or materials which are beyond Sign Crafters’ control.

5.3            Variations will be charged for on the basis of Sign Crafters’ quotation, and will be detailed in writing, and shown as variations on Sign Crafters’ invoice. The Client shall be required to respond to any variation submitted by Sign Crafters within ten (10) working days. Failure to do so will entitle Sign Crafters to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

5.4            At Sign Crafters’ sole discretion, a non-refundable deposit may be required.

5.5            Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Sign Crafters, which may be:

(a)   on Delivery of the Goods;

(b)   by way of instalments/progress payments in accordance with Sign Crafters’ payment schedule;

(c)   twenty-eight (28) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

(d)   the date specified on any invoice or other form as being the date for payment; or

(e)   failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Sign Crafters.

5.6            Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between the Client and Sign Crafters.

5.7            Sign Crafters may in its discretion allocate any payment received from the Client towards any invoice that Sign Crafters determines and may do so at the time of receipt or at any time afterwards. On any default by the Client Sign Crafters may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Sign Crafters, payment will be deemed to be allocated in such manner as preserves the maximum value of Sign Crafters’ Purchase Money Security Interest (as defined in the PPSA) in the Goods.

5.8            The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Sign Crafters nor to withhold payment of any invoice because part of that invoice is in dispute.

5.9            Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Sign Crafters an amount equal to any GST Sign Crafters must pay for any supply by Sign Crafters under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

 

  1. 6. Delivery of Goods

6.1            Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a)   the Client or the Client’s nominated carrier takes possession of the Goods at Sign Crafters’ address; or

(b)   Sign Crafters (or Sign Crafters’ nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.

6.2            At Sign Crafters’ sole discretion, the cost of Delivery is in addition to the Price.

6.3            Sign Crafters may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

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

 

  1. 7. Risk

7.1            Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.

7.2            If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Sign Crafters is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Sign Crafters is sufficient evidence of Sign Crafters’ rights to receive the insurance proceeds without the need for any person dealing with Sign Crafters to make further enquiries.

7.3            If the Client requests Sign Crafters to leave Goods outside Sign Crafters’ premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.

7.4            Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.

7.5            Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at its request for the Services.

7.6            Sign Crafters shall be under no liability whatever to the Client for any variation (beyond the reasonable control of Sign Crafters) in colours between the approved prototype and the finished Goods.

7.7            Where the performance of any contract with the Client requires Sign Crafters to obtain Goods or Services from a third party, the contract between Sign Crafters and the Client shall incorporate and shall be subject to the conditions of supply of such Goods and Services to Sign Crafters, and the Client shall be liable for the cost in full including Sign Crafters’ margin of such Goods or Services.

7.8            Sign Crafters is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Sign Crafters to match virtual colours with physical colours, Sign Crafters will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product.

7.9            While every effort will be taken by Sign Crafters to match PMS colours, Sign Crafters will take no responsibility for any variation due to substrates, half tones and/or detailed graphics between sale samples (including but not limited to virtual or physical samples) and the final product.

7.10         Sign Crafters shall not be held liable for inks wearing off through general wear and tear.

7.11         Where the Client supplies materials, adequate quantities shall be supplied by the Client to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. An additional charge may be made by Sign Crafters in respect of any such counting or checking requested by the Client.

7.12         Where materials or equipment are supplied by the Client for the provision of Services Sign Crafters shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the Services.

7.13         In the case of property and materials left with Sign Crafters without specific instructions, Sign Crafters shall be free to dispose of them at the end of twelve (12) months after his receiving them and to accept and retain any proceeds gained from such disposal to cover Sign Crafters’ costs in holding and handling such items.

7.14         Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by Sign Crafters to ensure correctly finished work shall be invoiced as an extra.

7.15         In the event that the Client believes that Sign Crafters has scratched the vehicle during the installation/application process of the Goods, the Client shall within twenty-four (24) hours of delivery (time being of the essence) notify Sign Crafters of any alleged defect or damage. The Client shall afford Sign Crafters an opportunity to inspect the vehicle within a reasonable time following delivery. If the Client fails to comply with clause 7.15, the vehicle shall be presumed to be free from any defect or damage.

7.16         The Client acknowledges that it is the Client’s responsibility to remove all personal/valuable items from the vehicle prior to Sign Crafters carrying out their Services. Sign Crafters shall not liable in the event of any apparent loss or damage to personal/valuable items left in the vehicle.

7.17         The Client acknowledges and accepts that the Goods supplied by Sign Crafters may experience shrinkage or may move after installation/application, which is considered normal practice for these types of Goods and thereby not covered by Sign Crafters’ as a defect or under warranty. Sign Crafters shall not be liable for any loss or damage in this event, where circumstances are beyond the control of Sign Crafters.

7.18         The Client accepts that the in the event that the vehicle is stored for any period on Sign Crafters’ premises that it is done so at the Client’s own risk and it shall be the client’s responsibility to ensure their vehicle and its contents are insured adequately or at all.

7.19         The Client acknowledges that Sign Crafters can only provide its Services on a vehicle in its current state as supplied to Sign Crafters therefore Sign Crafters shall not accept any responsibility for the workmanship of any third party that has worked on a Client’s vehicle prior to Services being undertaken by Sign Crafters (including, but not limited to, poor paintwork or repairs).

7.20         The Client shall inform Sign Crafters of any potential delays that may affect the approval of Services and/or amendments to be communicated in a timely manner, including, but not limited to the Client’s authorisation process.

7.21         The Client acknowledges and accepts that:

(a)   Sign Crafters cannot guarantee the condition of pre-existing paintwork on vehicles or other materials to which vinyl Goods are to be attached and therefore Sign Crafters shall not be held liable for any damage that may occur to the paintwork/surface where vinyl adhesives are removed or applied; and

(b)   the adhesion of vinyl signs may be impaired where a paint protection coating has been applied. Furthermore, as such paint protections coating are unable to be removed, adhesion failure shall not be deemed to be a defect in this instance.

 

  1. 8. Design Concepts and Projects

8.1            Any indication provided by Sign Crafters as to the duration of the project shall be considered as an estimate and shall commence from the date that cleared deposit funds (where applicable) are received by Sign Crafters.

8.2            All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.

8.3            The Client acknowledges that any artwork provided by Sign Crafters may not be to scale. In addition, whilst Sign Crafters will endeavour to provide an accurate representation of any artwork, the Client accepts that some discrepancy may occur between on-screen and/or photographic views and the physical artwork when viewed in an electronic form.

 

  1. 9. Artwork and Proof Reading

9.1            Whilst every care is taken by Sign Crafters to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods. Sign Crafters shall accept no liability whatsoever for any errors not picked up and/or corrected by the Client in the final proof reading. Should the Client’s alterations require additional proofs this shall be invoiced as an extra.

9.2            Any amendments to the artwork or proofs shall be charged at Sign Crafters’ standard hourly rate.

9.3            Any artwork provided by Sign Crafters cannot be reproduced by the Client until payment has been received by Sign Crafters.

 

  1. 10. Access

10.1         The Client shall ensure that Sign Crafters has clear and free access to the installation site at all times to enable them to undertake the Services. Sign Crafters shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Sign Crafters.

 

  1. 11. Hidden Locations

11.1         Prior to Sign Crafter commencing any work the Client must advise sign Crafter of the precise location of all hidden services on the site and clearly mark the same. The hidden mains & services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

11.2         Whilst Sign Crafter will take all care to avoid damage to any hidden services the Client agrees to indemnify Sign Crafter in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause 11.1.

 

  1. 12. Title

12.1         Sign Crafters and the Client agree that ownership of the Goods shall not pass until:

(a)   the Client has paid Sign Crafters all amounts owing to Sign Crafters; and

(b)   the Client has met all of its other obligations to Sign Crafters.

12.2         Receipt by Sign Crafters of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

12.3         It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 12.1:

(a)   the Client is only a bailee of the Goods and must return the Goods to Sign Crafters on request;

(b)   the Client holds the benefit of the Client’s insurance of the Goods on trust for Sign Crafters and must pay to Sign Crafters the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

(c)   the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Sign Crafters and must pay or deliver the proceeds to Sign Crafters on demand;

(d)   the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Sign Crafters and must sell, dispose of or return the resulting product to Sign Crafters as it so directs;

(e)   the Client irrevocably authorises Sign Crafters to enter any premises where Sign Crafters believes the Goods are kept and recover possession of the Goods;

(f)     Sign Crafters may recover possession of any Goods in transit whether or not Delivery has occurred;

(g)   the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Sign Crafters;

(h)   Sign Crafters may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

 

  1. 13. Personal Property Securities Act 2009 (“PPSA”)

13.1         In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

13.2         Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Client to Sign Crafters for Services – that have previously been supplied and that will be supplied in the future by Sign Crafters to the Client.

13.3         The Client undertakes to:

(a)   promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Sign Crafters may reasonably require to;

(i)     register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

(ii)    register any other document required to be registered by the PPSA; or

(iii)  correct a defect in a statement referred to in clause 13.3(a)(i) or 13.3(a)(ii);

(b)   indemnify, and upon demand reimburse, Sign Crafters for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

(c)   not register a financing change statement in respect of a security interest without the prior written consent of Sign Crafters;

(d)   not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Sign Crafters;

(e)   immediately advise Sign Crafters of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

13.4         Sign Crafters and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.

13.5         The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

13.6         The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

13.7         Unless otherwise agreed to in writing by Sign Crafters, the Client waives their right to receive a verification statement in accordance with section 157 of the PPSA.

13.8         The Client must unconditionally ratify any actions taken by Sign Crafters under clauses 13.3 to 13.5.

13.9         Subject to any express provisions to the contrary (including those contained in this clause 13), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

  1. 14. Security and Charge

14.1         In consideration of Sign Crafters agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

14.2         The Client indemnifies Sign Crafters from and against all Sign Crafters’ costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Sign Crafters’ rights under this clause.

14.3         The Client irrevocably appoints Sign Crafters and each director of Sign Crafters as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Client’s behalf.

  1. 15. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

15.1         The Client must inspect the Goods on Delivery and must within seven (7) days of Delivery notify Sign Crafters in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. 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 Sign Crafters to inspect the Goods.

15.2         Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

15.3         Sign Crafters acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.

15.4         Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Sign Crafters makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Goods. Sign Crafters’ liability in respect of these warranties is limited to the fullest extent permitted by law.

15.5         If the Client is a consumer within the meaning of the CCA, Sign Crafters’ liability is limited to the extent permitted by section 64A of Schedule 2.

15.6         If Sign Crafters is required to replace the Goods under this clause or the CCA, but is unable to do so, Sign Crafters may refund any money the Client has paid for the Goods.

15.7         If the Client is not a consumer within the meaning of the CCA, Sign Crafters’ liability for any defect or damage in the Goods is:

(a)   limited to the value of any express warranty or warranty card provided to the Client by Sign Crafters at Sign Crafters’ sole discretion;

(b)   limited to any warranty to which Sign Crafters is entitled, if Sign Crafters did not manufacture the Goods;

(c)   otherwise negated absolutely.

15.8         Subject to this clause 15, returns will only be accepted provided that:

(a)   the Client has complied with the provisions of clause 15.1; and

(b)   Sign Crafters has agreed that the Goods are defective; and

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

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

15.9         Notwithstanding clauses 15.1 to 15.8 but subject to the CCA, Sign Crafters 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 properly maintain or store any Goods;

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

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

(d)   the Client failing to follow any instructions or guidelines provided by Sign Crafters;

(e)   fair wear and tear, any accident, or act of God.

15.10      Sign Crafters may in its absolute discretion accept non-defective Goods for return in which case Sign Crafters may require the Client to pay handling fees of up to thirty percent (30%) of the value of the returned Goods plus any freight costs.

15.11      Notwithstanding anything contained in this clause if Sign Crafters is required by a law to accept a return then Sign Crafters will only accept a return on the conditions imposed by that law.

15.12      Subject to clause 15.1, customised, or non-stocklist items or Goods made or ordered to the Client’s specifications are not acceptable for credit or return.

  1. 16. Intellectual Property

16.1         Where Sign Crafters has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of Sign Crafters. Under no circumstances may such designs, drawings and documents be used without the express written approval of Sign Crafters.

16.2         The Client warrants that all designs, specifications or instructions given to Sign Crafters will not cause Sign Crafters to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Sign Crafters against any action taken by a third party against Sign Crafters in respect of any such infringement.

16.3         The Client agrees that Sign Crafters may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Sign Crafters has created for the Client.

 

  1. 17. Default and Consequences of Default

17.1         Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Sign Crafters’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2         If the Client owes Sign Crafters any money the Client shall indemnify Sign Crafters from and against all costs and disbursements incurred by Sign Crafters in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Sign Crafters’ contract default fee, and bank dishonour fees).

17.3         Further to any other rights or remedies Sign Crafters may have under this Contract, if a Client has made payment to Sign Crafters, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Sign Crafters under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.

17.4         Without prejudice to Sign Crafters’ other remedies at law Sign Crafters shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Sign Crafters shall, whether or not due for payment, become immediately payable if:

(a)   any money payable to Sign Crafters becomes overdue, or in Sign Crafters’ opinion the Client will be unable to make a payment when it falls due;

(b)   the Client has exceeded any applicable credit limit provided by Sign Crafters;

(c)   the Client 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

(d)   a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

  1. 18. Cancellation

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

18.2         Sign Crafters may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Sign Crafters shall repay to the Client any money paid by the Client for the Goods. Sign Crafters shall not be liable for any loss or damage whatsoever arising from such cancellation.

18.3         In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Sign Crafters as a direct result of the cancellation (including, but not limited to, any loss of profits).

18.4         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.

 

  1. 19. Privacy Policy

19.1         All emails, documents, images or other recorded information held or used by Sign Crafters is Personal Information, as defined and referred to in clause 19.3, and therefore considered Confidential Information. Sign Crafters acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Sign Crafters acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by Sign Crafters that may result in serious harm to the Client, Sign Crafters will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.

19.2         Notwithstanding clause 19.1, privacy limitations will extend to Sign Crafters in respect of Cookies where transactions for purchases/orders transpire directly from Sign Crafters’ website. Sign Crafters agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:

(a)   IP address, browser, email client type and other similar details;

(b)   tracking website usage and traffic; and

(c)   reports are available to Sign Crafters when Sign Crafters sends an email to the Client, so Sign Crafters may collect and review that information (“collectively Personal Information”)

In order to enable / disable the collection of Personal Information by way of Cookies, the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via Sign Crafters’ website.

19.3         The Client agrees for Sign Crafters to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to credit provided by Sign Crafters.

19.4         The Client agrees that Sign Crafters may exchange information about the Client with those credit providers and with related body corporates for the following purposes:

(a)   to assess an application by the Client; and/or

(b)   to notify other credit providers of a default by the Client; and/or

(c)   to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d)   to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.

19.5         The Client consents to Sign Crafters being given a consumer credit report to collect overdue payment on commercial credit.

19.6         The Client agrees that personal credit information provided may be used and retained by Sign Crafters for the following purposes (and for other agreed purposes or required by):

(a)   the provision of Goods; and/or

(b)   analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or

(c)   processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or

(d)   enabling the collection of amounts outstanding in relation to the Goods.

19.7         Sign Crafters may give information about the Client to a CRB for the following purposes:

(a)   to obtain a consumer credit report;

(b)   allow the CRB to create or maintain a credit information file about the Client including credit history.

19.8         The information given to the CRB may include:

(a)   Personal Information as outlined in 19.3 above;

(b)   name of the credit provider and that Sign Crafters is a current credit provider to the Client;

(c)   whether the credit provider is a licensee;

(d)   type of consumer credit;

(e)   details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

(f)     advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue accounts and Sign Crafters has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

(g)   information that, in the opinion of Sign Crafters, the Client has committed a serious credit infringement;

(h)   advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

19.9         The Client shall have the right to request (by e-mail) from Sign Crafters:

(a)   a copy of the Personal Information about the Client retained by Sign Crafters and the right to request that Sign Crafters correct any incorrect Personal Information; and

(b)   that Sign Crafters does not disclose any Personal Information about the Client for the purpose of direct marketing.

19.10      Sign Crafters will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.

19.11      The Client can make a privacy complaint by contacting Sign Crafters via e-mail. Sign Crafters will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of 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.

 

  1. 20. Other Applicable Legislation

20.1         At Sign Crafters’ sole discretion, if there are any disputes or claims for unpaid Goods and/or Services then the provisions of the Building and Construction Industry Security of Payment Act 2002 (Victoria), Building and Construction Industry Security of Payments Act 1999 (New South Wales), Construction Contracts Act 2004 (Western Australia), Building Industry Fairness (Security of Payment) Act 2017 (Queensland), Construction Contracts (Security of Payments) Act (Northern Territory of Australia), Building and Construction Industry Security of Payments Act 2009 (Tasmania), Building and Construction Industry Security of Payments Act 2009 (South Australia) and Building and Construction Industry (Security of Payment) Act 2009 (Australian Capital Territory) may apply.

20.2         Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the any of the Acts listed in clause 20.1 (each as applicable), except to the extent permitted by the Act where applicable.

  1. 21. Service of Notices

21.1         Any written notice given under this Contract shall be deemed to have been given and received:

(a)   by handing the notice to the other party, in person;

(b)   by leaving it at the address of the other party as stated in this Contract;

(c)   by sending it by registered post to the address of the other party as stated in this Contract;

(d)   if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;

(e)   if sent by email to the other party’s last known email address.

21.2         Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

 

  1. 22. Trusts

22.1         If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Sign Crafters may have notice of the Trust, the Client covenants with Sign Crafters as follows:

(a)   the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;

(b)   the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;

(c)   the Client will not without consent in writing of Sign Crafters (Sign Crafters will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:

(i)     the removal, replacement or retirement of the Client as trustee of the Trust;

(ii)    any alteration to or variation of the terms of the Trust;

(iii)  any advancement or distribution of capital of the Trust; or

(iv)  any resettlement of the trust property.

  1. 23. General

23.1         The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. 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.

23.2         These terms and conditions and any contract to which they apply shall be governed by the laws of the territory or state in which the Goods and/or Services were provided by Sign Crafters to the Client however, in the event of a dispute that deems necessary for the matter to be referred to a Magistrates or higher Court then jurisdiction will be subject to the courts in the state of Queensland in which Sign Crafters has its principal place of business.

23.3         Subject to clause 15, Sign Crafters shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Sign Crafters of these terms and conditions (alternatively Sign Crafters’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

23.4         Sign Crafters may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.

23.5         The Client cannot licence or assign without the written approval of Sign Crafters.

23.6         Sign Crafters may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Sign Crafters’ sub-contractors without the authority of Sign Crafters.

23.7         The Client agrees that Sign Crafters may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Sign Crafters to provide Goods to the Client.

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

23.9         Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.