Cyplex Sales Terms & Conditions
This page contains our standard trading Terms and Conditions.
All services and goods are provided by Cyplex Pty Ltd (referred to as Cyplex) strictly on the basis of these Terms and Conditions and these conditions alone constitute the terms of any contract between Cyplex and our Clients. By requesting or ordering any services or goods to be provided by Cyplex you are regarded as having accepted our Terms and Conditions as the sole terms of the contract between you, the Client, and Cyplex as Cyplex offers to provide services only on the basis of these Terms and Conditions.
Although it is not possible to reproduce our standard Terms and Conditions on all of our documents such as letter heads, invoices, facsimiles and other company forms the Terms and Conditions nevertheless have the same binding status between Cyplex and our Clients as if they were reproduced in full on each document. Company documents that relate to the provision of services and goods will state (wherever possible) that our services and goods are provided on the basis of these Terms and Conditions and that they are available on request.
1. Acceptance & Commencement
Cyplex has accepted your request for services and goods on the understanding that all costs and trading terms covered in this document are accepted. These terms and conditions supersede any terms, conditions, waivers or provisos appearing on the Client’s purchase order, project instructions or other documentation.
2. Quotations & Estimates
Quotations and estimates are based on the description of the project as detailed in the design presentation, design drawings or design specification as written by Cyplex. Quotations and estimates provided by Cyplex remain current for 30 days. Requesting services and goods from Cyplex signifies that the Client accepts that the design represents the Client’s instructions whether written or verbal.
Extra work caused by any variation to the project description following the agreed Quotation, estimate, design presentation, design drawings or design specification will be charged to the client whether it is identified as a variation at the time of change or subsequently identified. Alterations to the project schedule by the Client or any situation outside the control of Cyplex that prevents the original schedule being adhered to or that requires overtime or out of normal hours work to meet the schedule will constitute grounds for renegotiation of project fees.
4. Terms of Payment
Credit terms are 30 days EOM. Credit may be stopped and supply of services and goods withheld if any account is overdue. The Client will pay interest equivalent to the current bank overdraft percentage rate as charged to Cyplex by its bank plus an additional 2% handling fee on accounts that exceed these terms. All collection charges including all debt collector’s expenses and all legal fees incurred in collecting any overdue accounts will be payable by the Client. Invoices will be forwarded to the Client at the conclusion of a project stage. Selection of the appropriate frequency is at the discretion of Cyplex. If a project is suspended or cancelled the Client will be responsible for payment of all recorded work in progress and out of pocket expenses for all authorised project stages regardless of whether the work relates to the stage current at the time of suspension or cancellation. Payment for work in progress recorded by Cyplex for the Client shall become due immediately on commencement of any act or proceeding concerning the solvency of the Client. A 10% handling fee will be charged for any goods or services purchased on behalf of the Client for this project. The person or entity requesting supply of goods or services from Cyplex will be liable for payment even if such a request is made on behalf of another person or entity. Claims for credit for the return or refusal of goods or services for any reason will only be accepted if made within seven days of receipt of goods by the Client or Client’s agent.
5. Goods, Services & Sales Taxes
The Client will pay to Cyplex any goods, service or sales taxes applicable to the goods and services provided or goods purchased for the Client whether it falls due during the course of the project or becomes payable at a later date. The Client shall notify Cyplex in writing of their eligibility for tax exemption in the manner required for the specific tax act at the commencement of the project if an exemption is to be claimed on their behalf.
6. Ownership of Goods
Cyplex retains the title to any goods, designs, materials or results (the items) from projects or other activities until payment has been made in accordance with these terms and conditions and the Client shall store all items which have not been paid for separately. The Client shall keep separate records of the proceeds of sale of any items which have not been paid for, bank the proceeds of sale into a separate account, hold the funds on trust for Cyplex and immediately remit the funds to Cyplex. Where payment for any items is overdue, the Client irrevocably authorises Cyplex to enter the Client’s premises (or any premises under the control of the Client) and use reasonable force to recover such items without liability to Cyplex for loss and the Client will be liable for the costs associated with recovery. Risk in any goods shall pass to the Client from the date of delivery to the Client or the Client’s agent.
7. Project Schedules
Cyplex will use its best endeavour to meet project schedules and delivery dates. Cyplex will update project schedules as and when new information that have an effect on the schedule arise, whether the information comes from the Client or from Cyplex. Cyplex will not be liable for any losses, damages or expenses incurred by the Client, Client’s agents or other parties as a result of any delay.
The Client assumes full responsibility for the accuracy of all information provided to Cyplex as detailed in the Project Brief, third party drawings or specifications or Project Instruction and as supplied during the project.
Cyplex will endeavour to keep confidential all data, reports, recommendations, conclusions or other materials developed as a result of its services on the project, except where such information is required to communicate with other businesses or individuals necessary for the continuance of the project, until the project or products resulting from the project have been made public by the Client. Cyplex reserves the right to publish images and information of all work it has been involved in for promotional purposes.
As provided for in Australian Law Cyplex retains ownership of and copyright in all designs, intellectual property and original documentation created by Cyplex whether held by the Client or any third party. Such designs may not be used for any purpose other than that for which Cyplex was contracted without the permission of Cyplex. Cyplex may assign copyright to the Client on mutually agreed terms. Designs, inventions and materials resulting from work performed by Cyplex which do not constitute part of the project solution accepted by the Client remain the property of Cyplex. Transfer of copyright, ownership or payment for use of photographs, illustrations and other materials where the copyright or legal title is held by others must be negotiated by the Client with the respective owner or supplier directly. It is the Client’s responsibility to ensure that all such fees and matters have been negotiated for current and future uses.
Cyplex will not knowingly provide designs that infringe the commercial or intellectual rights and properties of others. However it is the responsibility of the Client to ensure all designs and goods provided by Cyplex do not infringe any existing rights or protection. The Client will indemnify and hold blameless Cyplex from any damages, costs, or losses arising from commercial or intellectual infringement regardless of how it is held to have arisen.
12. Client’s Property
All Client’s property supplied to Cyplex by or on behalf of the Client (including goods in transit and materials originating at Cyplex) will be held at the Client’s risk. Cyplex accepts no liability for loss or damage to such property. The Client will indemnify and hold Cyplex blameless for any damages, costs, or losses by others to the Client’s property or to property, materials and goods obtained temporarily or permanently for the Client or the execution of the Client’s project.
Cyplex maintains extensive job records, drawing and artwork archives and electronic document libraries. Whilst Cyplex has a policy of perpetual storage of such items Cyplex will not be held liable for the degradation, destruction or disposal of such items. Cyplex reserves the right to discard electronic or physical job records, artworks, drawings and documents with no requirement to notify the Client after three years have elapsed from the last recorded date in our job time records.
The Client is held responsible for approving all Artwork proofs and ensuring accuracy and suitability. This includes design, spelling, grammar, illustrations, images and quantity. It is the responsibility of the Client to request another copy if the proof is difficult to read or changes are required. The Client’s final accepted proof is the Artwork that will be submitted for prints. Reprints will be at the Client’s expense. The production of printed materials involves many subjective decisions of matters including but not limited to colour, density, fit and finish. Where the client does not personally attend and review all proof and print production stages the decisions that Cyplex makes will be held to be the Client’s decisions. The Client will indemnify and hold Cyplex blameless should any aspect of the printed material be considered cause for rejection of the material by the Client, the Client’s agents or any other party. While Cyplex will endeavour to ensure information included in printed materials is correct the Client has the final responsibility for proofreading all materials and ensuring that there are no errors or omissions. Where estimates refer to delivered quantities of items such as but not limited to printed matter an acceptable variation of ±10% will apply.
Any dispute shall be determined according to the laws of the State of New South Wales Australia and all proceedings arising there from shall be heard and determined in the Courts of New South Wales Australia.
This project or agreement may be cancelled by the Client or Cyplex with 14 days written notice. The Client will remain liable after cancellation for payment of the full debt incurred during the life of this agreement and for legal, accounting and collection fees associated with the collection of outstanding amounts as provided for in this agreement until all amounts are paid.
Goods shall be delivered to the address specified in the credit application as the address for delivery, unless otherwise agreed in writing between the two parties. The method and date of delivery of all items purchased shall be on the terms stated in Cyplex’s quotation and / or project schedules, unless the Customer nominates an alternative arrangement of delivery, in which case, Cyplex shall use its best endeavours to comply with the customer’s requests. The delivery dates contained in the quotation and / or project schedules are an estimate only and may be varied at any time by Cyplex depending on Cyplex’s production commitments, the availability of materials, labour and transport and any other contingencies.
In no circumstances will Cyplex be liable for any loss or damage of any kind whatsoever in the event it is unable to comply with the Customer’s request for delivery at a certain time. The Customer acknowledges and agrees that he will not make any claim against Cyplex for any loss or damage incurred as a result of early or late delivery.
Cyplex reserves the right to stop, halt or defer the supply of goods at its discretion.
All warranties, whether expressed or implied and whether statutory or otherwise with regard to the goods supplied by the company as to quality, fitness for the purpose or any other matter, are hereby excluded, except insofar as any such warranties are incapable of exclusion at law.
Cyplex shall be under no liability whatsoever in regard to the parts or the services provided under the Contract. The provision of this condition shall exclude any warranty or condition that might but for this condition be implied by the statute, common law, custom or otherwise. Cyplex shall be under no further or other liability whatsoever in respect of loss or damage directly or indirectly by any failure or defect in the design, performance, quality or condition of the parts even if the same frustrates further performance of the Contract. In the event of the parts or the services provided by Cyplex under the contract proving defective Cyplex’s liability in respect of the parts or the services shall be limited to the cost replacement, repair or rectification, unless the same shall relate to personal injury or death, and only then and if to the extent that the same shall arise out of Cyplex’s negligence.
In any proven claim the faulty part(s) must be returned to the place of original manufacture. Cyplex will not be held responsible for the costs of any damage repairs or replacement to other building plant or equipment (whether consequential or otherwise) which may have occurred due to the failure to any of the said faulty component(s). Costs involved for the removal and or re-installation of any faulty components, or freight and transport costs for Parts returned and re-supplied, would be at the expense of the Customer with no claim to Cyplex.
No consideration will be given to any claim if:
The Parts sold are abused or in any respect whatsoever installed or operated outside the limits of the specifications and design.
Any defects complained of are caused by fair wear and tear, willful damage, negligence or untrained or unskilled use in the operation or storage of the vendor. The Customer in any respect alters the parts purchased by it or adds to it or removes any materials from such. The Customer fails to immediately notify Cyplex in writing of any defect or fault in the parts purchased or fails to provide full details of any such failure or fault prior to returning the parts to Cyplex.
The Client will indemnify and hold blameless Cyplex from any damages, costs, or losses that may be suffered as a result of any claim arising directly or indirectly out of the services performed or goods supplied by Cyplex in connection with this project. The Client will assume full responsibility for testing and certification of any or all designs to ensure product safety, reliability and fitness for purpose.
21. Death of Client
The death of the Client does not end this agreement. The rights and obligations of the Client shall be considered to have passed onto the Client’s personal representatives.
If any of these terms and conditions is or becomes wholly or partly invalid that term or condition shall to the extent of the invalidity be removed without prejudice to the continuing validity of the remaining terms and conditions.