1. The Company offers to do the work (the work) described in the Quotation upon the terms set out in this offer for the Client.
2. This offer will remain open only until the day (the last day) which is thirty (30) days from the date of this offer.
3. This offer may be withdrawn at any time before the last day without the Company being liable to the Client in any way and without the Company assigning any reason.
4. If the offer is not accepted in writing by the Client on or before the last day then the offer lapses.
5. Acceptance of the offer must be communicated in writing to the Company before 4: 00pm on the last day. Upon acceptance this offer becomes a binding contract (the contract).
6. If at any time the Company is not able for any reason which is not attributable to its negligence to carry out the work or any part of it by the completion date or if there is an increase in external costs of more than ten percent (10%) then the company may, without any liability to the Client at its discretion:-
6.1 terminate the contract; or
6.2 affirm the contract and pass the increased costs of completing the work onto the Client in the case of a cost increase; or
6.3 extend the completion date in the case of delay.
7. If the Company terminates the contract in accordance with Clause 6, 28 or 29 then the Company will still be entitled to recover from the Client any costs incurred or monies expended either contingently or otherwise carrying out any part of the work to the date of termination.
8. The company will only be bound to carry out any variations to the work upon receipt of written notice from the Client to the Company and the Client agreeing to any variation in cost or extension to the completion date as indicated by the Company.
9. The Company must complete the work by the completion date or any extended completion date provided for in this contract.
10. The initial price for the work (the price) is set out in the Quotation.
11. The price and any increase in price (collectively called “the contract price”) must be paid for in the manner set out in the quotation. If a deposit is payable then the company will not be obliged to start the work until the deposit is paid and any delay in paying the deposit will extend the completion date by the length of that delay.
12. The Client must not deduct or set off from the contract price payable any amount on any account or for any reason whatever.
13. Unless otherwise stated the contract price does not include GST and any ancillary costs such as the hire of equipment by the Company.
14. The contract price does not include connection to any electricity supply or providing electricity to any structure, which might form part of the work.
15. Where any part of the work must be carried out on premises not controlled by either the Client or the Company then the Client must ensure timely, free and uninterrupted access to the premises to enable the work be done properly and by the completion date.
16. The offer is based upon the work being carried out during normal business hours of 8.00am to 5.00pm Monday to Friday. If the Client requests work to be carried out outside of these hours additional labour costs may be added to the price.
17. Risk in the work passes to the Client when it leaves the possession of the Company or any employee of the Company.
18. Copyright in any part of the work vests and remains in the Company even though commissioned by the Client. Copyright may be assigned by the Company to the Client at any time at the Company’s discretion but only after the contract has been completed and paid in full.
19. Any and all advertising material and property including but without limitation ideas, designs, concepts, original compositions, artwork, finished advertisements, trade symbols, slogans or copy (collectively called “trade indicia”) prepared or developed as part of the work shall be and remain the property of the Company but the Client shall have a licence to use it for his own business in conjunction with the Company under this contract until either:-
19.1 there is default under this contract at which time the licence is revoked; or
19.2 until the contract price is paid at which time the trade indicia may at the Company’s discretion be assigned; or
19.3 this contract determines by effluxion of time.
20. The Client must treat the work and trade indicia as confidential and not duplicate it, disclose it or permit to be used, copied, adopted or varied either by it or by any other person, company partnership or entity without the prior written consent to the Company until such time the contract price has been fully paid and the work becomes the client’s property.
21. The Client must not at any time sell, licence, or assign any of its interest under this contact to any other person or Company without the prior written consent of the Company and without first paying the contract price.
22. The Client agrees to fully protect the confidentiality of the information comprising the whole or any part of the works and to ensure that all of its employees and agents do likewise.
23. The Company is as a principal and not an agent of the Client in all of its dealings with third parties and will be solely responsible for carrying out all of its duties under this contract except where and to the extent otherwise provided for in this contract.
24. The Client indemnifies the Company against all claims, demands, actions, damages, liabilities and costs arising from:-
24.1 any breach of this contract; or
24.2 any alleged defamation or false, misleading or deceptive conduct; or
24.3 infringement of any trademark, copyright, title slogan or other proprietary rights, or
24.4 piracy, counterfeiting, plagiarism, unfair competition, idea
misappropriation or invasion of the right of privacy, or
24.5 any act or omission of the Client in any way connected with this contract or the work including the supply of information, plans or designs.
25. The indemnities mentioned in the previous clause shall survive termination of this contract.
26. The Client shall be responsible for obtaining all of the authorities and permits necessary to carry out the work and to display the work.
27. The Company may terminate the contract in the event of a breach of any of its terms by the Client which are not rectified within seven (7) days of receipt of a written notice by the Client informing him of the breach and the proposal to terminate the contract.
28. The company may terminate this contract immediately in writing without notice if there is a breach of clauses, 21, 22 or 23 of if the client being a Company becomes subject to external administration as that term is used in the Corporations Law or if a partnership, the partnership is demolished of if an individual he dies or a bankruptcy petition presented against him.
29. The Client will pay interest on any amount of the contract price not paid on the due date at the rate and in the manner set by bank overdraft Schedule.
30. Notices required under this contract may be served on either party either personally, by post or by facsimile transmission and in the case of post will be deemed to be received one day after the posting of the notice by prepaid ordinary post to the address of the receiving party last known to the sending party and in the case of facsimile transmission upon completion of the transmission by the transmitting machine and the production of a written notice by the transmitting machine that the transmission has been successfully completed to the number of the receiving party last known to the sending party.
31. This contract shall be construed in accordance with the Laws of the State of Queensland.
32. If any part of this contract is found to be invalid then the invalid part shall be excluded and the balance of the contract construed as if the invalid part had never formed part of the agreement.
33. In this contract:-
33.1 the date of this offer means the date set out in the ‘Acceptance’ item of the quotation.
33.2 “external costs” means cost of materials, hiring equipment and subcontract labour considered necessary by the Company in completing the work.
33.3 “completion date” means by which the works must be substantially complete as set out in the ‘Delivery’ item of the quotation.
33.4 “Company” means Cannon Signs Pty Ltd ACN 104 048 30