These general agreed terms apply to all transactions between us. Other documents relating to our transactions will include any specific terms and conditions.
We will provide to you with those goods and services set out in the Order Form in accordance with the provisions of this agreement
You acknowledge that you engage us as the project design manager to administer, manage, coordinate and supervise the progress and completion of the project in accordance with the terms and conditions of this agreement and the business plan and budget which is set out in Order Form.
The project will be managed as per the specifications set out in the Order Form, which will constitute an approval by you of the scope of the works to be conducted. Any variation to the scope of works will be supplied by you to us in writing and we reserve the right to amend the Price for such a variation.
Subject to the provision of funds by you, we will do all things necessary and which are considered to be best practice to ensure the proper, efficient and effective conduct of the project.
You acknowledge that we will have full power and authority from you as necessary to enable us to carry out all applicable and bona fide duties and obligations as identified in this agreement and the Order Form.
We will provide you with progress reports on the project outlining the work performed in connection with the project for that period.
We will not be personally liable, whether by way of indemnity or otherwise, to you or a third party in respect of any liability, loss, harm or damage resulting from the conduct of the project or the activities by us in performing or discharging any duties or obligations under this agreement, save and except to any extent that such liability, loss, harm or damage results from our wilful misconduct, bad faith, illegality or negligence.
We, as the project design manager, will also not be personally liable, whether by way of indemnity or otherwise, for any incomplete or substandard building works carried out by the fit-out company or for the lack of complying with current building or Australian standards. Invoices for the building and fit out works will be payable by you directly to the fit out company.
You irrevocably and unconditionally indemnify us against any liability, loss, harm or damage that we may suffer, incur or sustain as a result of any suit, claim, or demand arising from the activities by us in performing or discharging any duties or obligations under this agreement, save and except to any extent that such liability, loss, harm or damage results from our wilful misconduct, bad faith, illegality or negligence.
Neither party shall be liable to the other party for any loss caused by any failure to observe the terms and conditions of this agreement, where such failure is occasioned by causes beyond its reasonable control including but not limited to by fire, flood, riot, strike, war, restrictions and prohibitions or any other actions by any government or semi government authorities.
If you are a company, we require a guarantor of your obligations.
In consideration of the performance by us of the duties and obligations under this agreement, the you will pay to us the price plus GST at the statutory rate if applicable.
Price means our fixed and published price, or the amount agreed between us or the amount established by a course of dealing between us. The price unless otherwise agreed does not include delivery Any quote provided by us will be valid for 30 days only. Contractors will supply their invoices directly to you and be paid by you separately to our Price.
The observation of agreed time frames is of primary importance.
If you must make a payment or do any other thing on or by a day that is not a business day you must make the payment or do the thing on or by the next business day.
Unless otherwise agreed normally payment is a condition precedent to delivery of the goods and services.
Intellectual Property means all rights comprised in any copyright, concept plans, construction drawings, design proposals, project photo’s, design, trademark, eligible layout or similar right, whether at common law or conferred by statute, including the right to apply for registration in respect of those rights, and the rights to protect trade secrets, know-how and goodwill.
You acknowledge that the ownership of and all rights in relation to our Intellectual Property are and remain our property and that there is no change to any right, title or interest in such Intellectual Property by virtue of this agreement.
On receipt of payment, the you will have the right to use the Intellectual Property by way of a license, which does not include the right to reproduce the Intellectual Property.
You undertake not to copy or reproduce the Intellectual Property elsewhere without our prior written consent notice.
By accepting payment of any sum after its due date we do not waive our right either to require payments as they fall due or to suspend or end our arrangements.
You and any guarantor will be in default if you do not pay us when money is due for payment or fail to comply with any other obligation under our business arrangements.
If you are in default under our agreement, we may send you a default notice. The notice will tell you what the default is and what you are required to do to correct the default. You will have 14 business days to rectify the default.
If you do not comply with the default notice you become immediately liable to pay us all money owing with interest on that amount from the due date until payment at the rate of 15% per annum. In these circumstances, as title to the goods do not pass to you until we have been paid, we may repossess and sell the goods and apply the proceeds of the sale towards repayment of the money owed under the agreement.
You also agree to pay on default all costs and expenses incurred in exercising our rights of recovery from you and the guarantor if any and indemnify us against any losses resulting from the default.
Title in the goods does not pass to you until we have received payment in full.
To protect our security interest in the goods until payment we may choose to register the agreement between us under the Personal Properties Securities Act 2009. You agree to do all things necessary to facilitate such registration.
You agree to sign documents or do all things necessary to perfect our rights under the agreement and appoint us as your attorney to sign any document or do anything that may reasonably be required to enforce our rights on default.
You represent and warrant to us that all information and representations that you, or any person acting on your behalf has given in connection with our transactions are true and correct and that you have not failed to disclose to us anything relevant to our decision to have dealings with you and that no court proceedings or dispute is current that may have an adverse effect on performing your obligations under this agreement
Your right, as against us to retain or dispose of the goods or services delivered or supplied is conditional upon you honouring our payment arrangements.
When a dispute arises between us you agree to comply with our dispute resolution To this end a party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the dispute, the outcome required, and the action believed necessary under the circumstances that will assist both in settling the dispute.
Each party will then in good faith attempt to resolve the dispute by negotiation, and if the dispute in some aspect involves payment of money, the party withholding payment is required immediately upon receipt of the notice to deposit the disputed amount into an escrow account with instructions pertaining to the release of funds. Undisputed amounts must be paid forthwith.
Notices must be in writing and be given personally by Express or Registered Post with delivery confirmation or by facsimile transmission or email with receipt confirmation.
All principals of a company trust or partnership are required to sign a personal guarantee.
All guarantors shall be jointly and severally liable for performance of all of the terms, covenants, and conditions of our agreements.
You and the guarantors jointly and severally authorise us to exchange information about the creditworthiness of either yourself or the guarantors with any credit reporting agency at any time during the term of the
This agreement expires and comes to an end on completion of the supply of goods and services under this agreement.
The existence and terms of this agreement and information provided in connection with its performance are confidential and the parties must treat this information They must not and must ensure that any person who with approval receives the information does not, disclose any of the information in any form to anyone else or use any of the information except to perform its obligations under this agreement.
