VECTOR SIGNS LIMITED
Terms and Conditions
By using the VECTOR SIGNS LIMITED sites, you are acknowledge and agree that you have read and understand this agreement and the additional terms, and that you accept and agree to be legally bound by this agreement and the additional terms, as they may be revised or supplement from time to time by us, in accordance with the. You are responsible for reviewing this agreement and the additional terms each time you use or access the VECTOR SIGNS LIMITED sites and/or the services.If you do not accept this agreement, you are not allowed to using the VECTOR SIGNS LIMITED sites or use the services.
1.1. These Terms are apply to all transactions relating to the provision of Goods and/or Services, including all quotations, contracts and variations.
VECTOR SIGNS LIMITED may provide the Customer with a Quote containing a description of the Goods and/or Services required to be provided to fulfil the Customer's Order. Any Quote issued by the VECTOR SIGNS LIMITED will be valid for a period of thirty (30) days from the date of issue. Unless otherwise expressly agreed in writing.
3.1. Orders must be approved by an authorised representative of the Customer and must specify the required.
3.2. An Order cannot be cancelled unless the prior written consent of VECTOR SIGNS LIMITED is obtained. Where an Order is cancelled, the Customer indemnifies VECTOR SIGNS LIMITED against any Losses incurred by VECTOR SIGNS LIMITED as a result of the cancellation, including, but not limited to loss of profit from other orders foregone as a result of the scheduling of the Order which is subsequently cancelled.
3.3. Where council approval is required for the installation of signage and the Customer does not produce evidence of such approval, the Customer will be liable for the production and installation of the sign.
4. Production and Process
4.1. If specified in the Order, VECTOR SIGNS LIMITED will provide the Customer a proofing sheet to enable the Customer to view and approve the relevant artwork. Production of the Goods will not proceed until the Customer has provided written approval of the proofing sheet.
4.2. VECTOR SIGNS LIMITED is not responsible for production errors if, proofs are not requested by the Customer (except for straight repeats of previous Orders without alterations), the work is printed with the Customer's approval or changes are communicated orally.
4.3. The Customer acknowledges that any delay by the Customer in proofing the artwork will delay production.
5.1. The Customer may request that its Order be varied by providing such a request in writing to VECTOR SIGNS LIMITED. A request for a variation must be agreed to in writing by VECTOR SIGNS LIMITED in order to have effect.
5.2. If the Customer wishes to vary its requirements after a Quote has been prepared or after the placement of an Order, VECTOR SIGNS LIMITED reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred or additional work carried out due to the variation, in accordance with its then current charge rates. A revised Quote issued by VECTOR SIGNS LIMITED in respect of the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to the immediately preceding Quote for the Goods and/or Services.
5.3. VECTOR SIGNS LIMITED has an automatic extension of time for the provision of the Goods and/or Services equal to the delay caused by the variation.
6. Invoicing and Payment
6.1 VECTOR SIGNS LIMITED may in its absolute discretion, issue an invoice or invoices to the Customer in any one or more of the following ways:
(a) prior to commencing the provision of the Goods and/or Services, for an amount equal to the Quote and Additional Charges or any proportion thereof;
(b) at the discretion of VECTOR SIGNS LIMITED and at any time before the order is completed, VECTOR SIGNS LIMITED may issue one or more invoices for a proportion or the whole of the amount of the Quote (the proportion to be calculated at VECTOR SIGNS LIMITED's discretion either for work done to that point, work in the future or both) and require that proportion of the Quote be paid in advance of any further Goods and/or Services being provided; or
(c) upon completion of the provision of the Goods and/or Services or any time thereafter, for an amount equal to the Quote or the balance of the Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing VECTOR SIGNS LIMITED's charge for the work performed in completing the Order and for any Additional Charges.
6.2 The amount payable in an invoice will be as per the Quote and any Additional Charges.
6.3 The Customer must pay VECTOR SIGNS LIMITED within (seven) 7 days of an invoice being issued to the Customer.
6.4 If any invoice is due but unpaid, VECTOR SIGNS LIMITED may withhold the provision of any further Goods and/or Services until overdue amounts are paid in full.
6.5 VECTOR SIGNS LIMITED may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to VECTOR SIGNS LIMITED.
6.6 The Customer is not entitled to retain any money owing to VECTOR SIGNS LIMITED notwithstanding any default or alleged default by VECTOR SIGNS LIMITED of these Terms of Trade, including (but not limited to) the supply of allegedly faulty or defective Goods, provision of Services to an inadequate standard or a delay in the provision of Goods and/or Services.
6.7 The Customer is to pay VECTOR SIGNS LIMITED on demand interest at the rate of 10% per annum on all overdue amounts owed by the Customer to VECTOR SIGNS LIMITED. Such interest will be calculated daily.
6.8 All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of t VECTOR SIGNS LIMITED, are to be paid by the Customer as a debt due and payable under the Terms of Trade.
7 Additional Charges
7.1. VECTOR SIGNS LIMITED may require the Customer to pay Additional Charges in respect of Costs incurred by VECTOR SIGNS LIMITED as a result of reliance on inadequate or incorrect information or material provided by the Customer or information or material supplied later than required by VECTOR SIGNS LIMITED in order for it to provide the Goods and/or Services within the specified time frame (if any);
7.2. The imposition of Additional Charges may also occur as a result of cancellation by the Customer of an Order where such cancellation results in Loss to VECTOR SIGNS LIMITED, storage costs for goods not collected from VECTOR SIGNS LIMITED within 2 weeks of the date on which the Goods are manufactured, fabricated, created or formed at the rate set out in the Quote, photocopying, artwork printouts, long distant telephone calls, couriers, packing and handling, Government or council taxes or charges, additional work required by the Customer and/or any other occurrence which causes VECTOR SIGNS LIMITED to incur costs in respect of the Customer's Order additional to the quoted cost.
8. Acceptance of Goods
8.1. If the Customer fails to advise VECTOR SIGNS LIMITED in writing of any fault in Goods or failure of Goods to accord with the Customer's Order within 48 hours of delivery, the Customer is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Customer's Order.
9. Retention of Title and Passing of Risk
9.1. Risk in Goods passes to the Customer immediately upon delivery.
9.2. Property in Goods supplied to the Customer pursuant to these Terms of Trade does not pass to the Customer until all moneys (including moneys owing in respect of other transactions between VECTOR SIGNS LIMITED and the Customer) due and payable to VECTOR SIGNS LIMITED by the Customer have been fully paid.
9.3. Where Goods are supplied by VECTOR SIGNS LIMITED to the Customer without payment in full of all moneys payable in respect of the Goods and any Services provided by VECTOR SIGNS LIMITED in respect of those Goods, the Customer:
(a) is a bailee of the Goods until property in them passes to the Customer;
(b) irrevocably appoints VECTOR SIGNS LIMITED its attorney to do all acts and things necessary to ensure the retention of title to goods including the registration of a charge or charges in favour of VECTOR SIGNS LIMITED with respect to the Goods under applicable state legislation or Commonwealth corporations law;
(c) must be able upon demand by VECTOR SIGNS LIMITED to separate and identify as belonging to VECTOR SIGNS LIMITED Goods supplied by VECTOR SIGNS LIMITED from other goods which are held by the Customer;
(d) must not allow any person to have or acquire any security interest in the Goods;
(e) agrees that VECTOR SIGNS LIMITED may repossess the Goods if payment is not made within 14 days (or such longer time as VECTOR SIGNS LIMITED may, in its complete discretion, approve in writing) of the supply of the Goods. The Customer grants an irrevocable licence to VECTOR SIGNS LIMITED or its agent to enter the Customer's premises in order to recover possession of Goods pursuant to this clause. The Customer indemnifies VECTOR SIGNS LIMITED in respect of any damage to property or personal injury which occurs as a result of VECTOR SIGNS LIMITED entering the Customer's premises.
9.4. Where the Customer makes a new object from the Goods, whether finished or not, or the Customer mixes the Goods with other goods or the Goods become part of other goods ("new goods"), the Customer agrees with VECTOR SIGNS LIMITED that the ownership of the new goods immediately passes to VECTOR SIGNS LIMITED. The Customer will hold the new goods on trust for VECTOR SIGNS LIMITED until payment of all sums owing to VECTOR SIGNS LIMITED whether under this contract or any other contract have been made and VECTOR SIGNS LIMITED may require the Customer to store the new goods in a manner that clearly shows the ownership of VECTOR SIGNS LIMITED.
9.5. For the avoidance of doubt, the ownership of the new goods passes to VECTOR SIGNS LIMITED at the beginning of the operation or event by which the Goods are converted into, are mixed with or become part of other goods.
9.6 Notwithstanding sub-clause 9.3 the Customer may transfer, sell or dispose of Goods, including new goods, to a third party in the ordinary course of business provided that:
(a) where the Customer is paid by a third party in respect of Goods including new goods, the Customer shall hold the whole of the proceeds of sale less Goods and Services Tax on trust for VECTOR SIGNS LIMITED - in a separate account - until all amounts owned by the Customer to VECTOR SIGNS LIMITED have been paid; or
(b) where the Customer is not paid by a third party, the Customer agrees to assign all of its rights against such third party to VECTOR SIGNS LIMITED upon VECTOR SIGNS LIMITED giving the Customer notice in writing to that effect and for the purpose of giving effect to such assignment the Customer irrevocably appoints VECTOR SIGNS LIMITED as its attorney.
10. Intellectual Property Rights
The Customer warrants that it owns all Intellectual Property Rights pertaining to its Order for Goods and/or Services or has a licence to authorise VECTOR SIGNS LIMITED to reproduce all artistic and literary works supplied by the Customer to VECTOR SIGNS LIMITED for the purposes of the Order, and the Customer expressly authorises VECTOR SIGNS LIMITED to reproduce all and any of such works for the purposes contemplated by these Terms of Trade. Further, the Customer indemnifies and agrees to keep indemnified VECTOR SIGNS LIMITED against all Losses incurred by VECTOR SIGNS LIMITED in relation to or in any way directly or indirectly connected with any breach of copyright or any other Intellectual Property Rights in relation to such literary and artistic works supplied.
10.1 Unless specifically agreed in writing between, all intellectual property rights in any and all works created by VECTOR SIGNS LIMITED on behalf of the Customer vest in and remain the property of VECTOR SIGNS LIMITED.
11. Agency and Assignment
11.1. The Customer agrees that VECTOR SIGNS LIMITED may at any time appoint or engage an agent to perform an obligation of VECTOR SIGNS LIMITED arising out of or pursuant to these Terms of Trade.
11.2. VECTOR SIGNS LIMITED shall have the right to assign and transfer to any person or company all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these Terms of Trade provided that the assignee agrees to assume any duties and obligations of VECTOR SIGNS LIMITED so assigned and transferred.
11.3. The Customer is not to assign, or purport to assign, any of its obligations or rights under these Terms of Trade without the prior written consent of VECTOR SIGNS LIMITED.
12. Default by Customer
12.1. Each of the following occurrences constitutes an event of default:
(a) the Customer breaches or is alleged to have breached these Terms of Trade for any reason (including, but not limited to, defaulting on any payment due under these Terms of Trade);
(b) the Customer, being a natural person, commits an act of bankruptcy;
(c) the Customer, being a corporation, is subject to:
(i) a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved;
(ii) a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Customer's property and undertaking;
(iii) the entering of a scheme of arrangement (other than for the purpose of restructuring); or
(d) the Customer purports to assign its rights under these Terms of Trade without VECTOR SIGNS LIMITED's written consent;
(e) (e) any assignment for the benefit of creditors; or
(f) (f) the Customer ceases or threatens to cease conduct of its business in the normal manner.
12.2. Where an event of default occurs, except where payment in full has been received by VECTOR SIGNS LIMITED, VECTOR SIGNS LIMITED may:
(a) refuse to deliver Goods or provide further Services;
(b) pursuant to Clause 9, repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; or
(c) retain (where applicable) all moneys paid on account of Goods and/or Services or otherwise.
12.3 In addition to any action permitted to be taken by VECTOR SIGNS LIMITED under 12.2 above, upon the occurrence of an event of default:
(a) all invoices will become immediately due and payable; and
(b) VECTOR SIGNS LIMITED may terminate all contracts and credit arrangements (if any) with the Customer.
13. In addition to the express rights of termination provided in these Terms of Trade, VECTOR SIGNS LIMITED may terminate the agreement between the parties upon the occurrence of any of the following:
(a) an event of default pursuant to clause 13 forthwith (without notice required); or
(b) in any other circumstances, upon one party giving 30 days written notice to the other party.
14. Exclusions and Limitation of Liability
14.1. All express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Services are hereby excluded, except for: (a) these Terms of Trade;
(b) the conditions and warranties mandatorily implied under state legislation and the provisions.
(c) any Terms of Trade additional to this agreement to which VECTOR SIGNS LIMITED agrees in writing.
14.2. Except as provided in these Terms of Trade, to the maximum extent permitted by law, VECTOR SIGNS LIMITED will not be liable for any Loss, whether arising in contract, tort or otherwise, sustained by the Customer in connection with the provision of Goods and/or Services. Such Loss may include, but is not limited to, loss or damage caused by the negligence or wilful act or default of VECTOR SIGNS LIMITED, its servants or agents, whether consequential or otherwise and whether or not such Loss is reasonably foreseeable.
14.3. Any liability of VECTOR SIGNS LIMITED is limited to the extent permitted by law to one or more of the following as determined by VECTOR SIGNS LIMITED in its absolute discretion:
(a) with respect to the supply of Goods, the replacement or repair of the Goods or the supply of equivalent Goods, the payment of the cost of replacing the Goods or of acquiring equivalent Goods or the payment of the cost of having the Goods repaired;
(b) (b) with respect to the supply of Services, the re-supply of the Services or payment of the cost of having the Services re-supplied. 15.4 Any advice, recommendation, information, assistance or service given by VECTOR SIGNS LIMITED in relation to Goods and/or Services is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty or accuracy, appropriateness or reliability. VECTOR SIGNS LIMITED does not accept any liability or responsibility for any Loss suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.
15.1. The Customer agrees to indemnify and keep indemnified VECTOR SIGNS LIMITED, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Customer) against VECTOR SIGNS LIMITED or, for which VECTOR SIGNS LIMITED is liable, in connection with any Loss arising from or incidental to the provision of Goods and/or Services or the subject matter of this agreement including, but not limited to any legal costs incurred by VECTOR SIGNS LIMITED in relation to meeting any claim or demand or any party/party legal costs for which VECTOR SIGNS LIMITED is liable in connection with any such claim or demand.
15.2 This provision will remain in force after the termination of this agreement.
16. Force Majeure
16.1. Should circumstances beyond VECTOR SIGNS LIMITED's control prevent or hinder its provision of the Goods and/or Services, VECTOR SIGNS LIMITED will be free from any obligation to provide the Goods and/or Services while such circumstances continue.
16.2. For as long as the circumstances beyond VECTOR SIGNS LIMITED's control exist, VECTOR SIGNS LIMITED may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.
16.3. "Circumstances beyond VECTOR SIGNS LIMITED's control" include, but are not limited to illness or injury to VECTOR SIGNS LIMITED's personnel (including subcontractors) or their immediate family, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, Government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
17. Governing Jurisdiction
17.1 These Terms of Trade are governed by the laws of the state where VECTOR SIGNS LIMITEDs registered office is situated and each party irrevocably submits to the non-exclusive jurisdiction of the courts of such state.
18. Whole Agreement
18.1. These Terms of Trade and any Quotes and written variations agreed to in writing by VECTOR SIGNS LIMITED represent the whole agreement between the parties relating to the subject matter of these terms.
18.2. These Terms of Trade supersede all oral and written negotiations and communications by and on behalf of either of the parties.
18.3. In entering into this agreement, the Customer has not relied on any warranty, representation or statement, whether oral or written, made by VECTOR SIGNS LIMITED or any of its employees or agents relating to or in connection with the subject matter of this agreement.
19. Void, Voidable or Unenforceable Provisions
19.1 If any provision of this agreement at any time is or becomes void, voidable or unenforceable, the remaining provisions of this agreement will continue to have full force and effect.
20. No Waiver
20.1 A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.
21.1. A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quote (or as varied pursuant to this clause) and delivered personally, sent by pre-paid mail to the address of the addressee specified in the relevant Quote; sent by facsimile transmission to the facsimile number of the addressee specified the relevant Quote, with acknowledgment of receipt from the facsimile machine of the addressee or sent by e-mail to the e-mail address of the addressee specified in the relevant Quote with acknowledgement of delivery.
21.2. A notice or other communication is taken to have been given (unless otherwise proved) if mailed, on the second Business Day after posting; or if sent by facsimile or e-mail before 4 pm on a Business Day at the place of receipt, on the day it is sent and otherwise on the next Business Day at the place of receipt.
21.3. A party may only change its postal or email address or fax number for service by giving notice of that change in writing to the other party.
22.1. In these Terms of Trade:
(a) Additional Charge(s) shall mean those detailed in Clause 8.
(b) Business Day means a day that is not a Saturday, Sunday or public holiday in the state where the Services are principally being carried out and Goods provided.
(c) Customer means a person or entity entering into an agreement for the supply of Goods and/or Services by VECTOR SIGNS LIMITED and includes the Customer's agents and permitted assigns.
(d) Goods means any goods supplied by VECTOR SIGNS LIMITED including those supplied in the course of providing the Services.
(e) Intellectual Property Rights means intellectual property rights at any time protected by statute or common law, including copyright, trade marks, patents and registered designs.
(f) Loss includes, but is not limited to, costs (including, but not limited to, party / party legal costs and VECTOR SIGNS LIMITED's legal costs), expenses, lost profits, awards of damages, personal injury and property damage.
(g) Order means a purchase order for Goods and/or Services placed by a Customer in accordance with clause 3 and as varied in writing from time to time by the parties.
(h) Quote has the meaning given by clause 3 of this agreement
(i) Services means the services to be provided by VECTOR SIGNS LIMITED to the Customer in accordance with a Quote and these Terms of Trade
(j) Supplier means the entity specified as VECTOR SIGNS LIMITED of Goods and/or Services on the Quote and includes VECTOR SIGNS LIMITED's agents and permitted assigns.
22.2. In these Terms of Trade, unless the context otherwise requires:
(a) a reference to writing includes email and other communication established through VECTOR SIGNS LIMITED's website (if any);
(b) the singular includes the plural and vice versa;
(c) a reference to a clause is a reference to a clause of these Terms of Trade;
(d) a reference to a party to these Terms of Trade or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;
(e) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(f) headings are for ease of reference only and do not affect the meaning or interpretation of these Terms of Trade;
(g) if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing:
(i) if it involves a payment other than a payment which is due on demand must be done on the preceding Business Day; and
(ii) in all other cases, must be done on the next Business Day.