Terms and Conditions
Sign and General Fabrication Pty Ltd
Terms and Conditions of Sale
All Orders placed with Sign and General Fabrication Pty Ltd
ACN 604 922 214 (hereinafter referred to as “SGF”) are subject to the following Terms and Conditions. The Customer acknowledges and confirms that it, he or she has read, understood and unconditionally accepts the Terms and Conditions. The Terms and Conditions constitute a legally binding Agreement between SGF and the Customer.
1 Definitions and Interpretation
1.1 In these Terms and Conditions:
“Agreement” means the legally binding agreement (incorporating the Quote, Order, and the following Terms and Conditions) formed between SGF and the Customer on the acceptance of an Order by SGF;
“Business Day” means a day that is not a Saturday, Sunday or public holiday in the state of South Australia
“Claim” means any actions, suits, proceedings, demands, losses, injuries, damages, costs, expenses, judgments or any other detriment whatsoever;
“Confidential Information” means and includes any information that by its nature is confidential, is designated by a party as confidential, or the recipient knows or ought to know is confidential and includes, without limitation:
- (a) information conveyed in written, graphic, oral, visual or physical form and may include, without limitation, various technical and commercial data, know-how and information, and any other activity or information of any nature whatsoever including data, data bases, source codes, methodologies, techniques, manuals, artwork, advertising manuals, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, marketing or commercial information, studies, improvements, examples, cases, findings, inventions and ideas, the Intellectual Property, trade secrets, patents, engineering and product specifications, material formulations, models, prototype, product concepts and other records and information in relation to SGF or the business of SGF;
- (b) financial, management and marketing information;
- (c) research, plans or other documentation;
- (d) information imparted in discussions or obtained through inspections or by any other method from SGF or the agents, advisers, consultants, employees or contractors of SGF;
- (e) information marked as ‘confidential’;
- (f) information which the parties are instructed is confidential, or which the parties are instructed to be kept confidential;
- (g) information concerning the organisation, finance, customers, markets and suppliers of SGF;
- (h) information disclosed to the parties in circumstances which would, to a reasonable person, indicate that the information is sensitive commercial information or information of a kind which, if disclosed to third persons, could or might cause any of the parties to sustain loss or damage; and
- (i) oral, written, electronic and/or recorded information of any party’s business, products, financial or marketing information, operations, systems, assets or liabilities, but does not include information which:
- (j) is or becomes public knowledge other than by breach of this Agreement;
- (k) is required to be disclosed by law;
- (l) has been independently developed or acquired by the recipient without reference to the disclosing party’s Confidential Information,
- where the burden of establishing any of the exceptions referred to in (j) to (m) above will be upon the recipient;
“Credit Application Form” means the SGF credit application form by which a Customer can apply for a credit account with SGF in respect of the sale of Goods and/or Services to the Customer;
“Customer” means any Person that enters the Agreement for the purchase of the Goods and/or Services as the Customer, or enters the Agreement for and on behalf of the Customer, and if there is more than one Customer, then each of them jointly and severally, including all executors, administrators, successors and permitted assigns or any person acting on behalf of and with the authority of the Customer;
“Delivery” means the delivery of the Goods and/or Services to the Customer’s Delivery Address in the Territory, or collection of Goods and/or Services from SGF;
“Delivery Address” means the delivery address of the Customer or the carrier of the Customer in the Territory as specified in the Order;
“Delivery Time” means the estimated time of Delivery of the Goods and/or Services either to the Delivery Address, to the carrier of the Customer, or of collection by The Customer;
“Goods” means the goods supplied or to be supplied by SGF to the Customer from time to time pursuant to this Agreement;
“GST” means GST under the GST Law and any other tax, levy or impost (including a goods and services tax, consumption tax or value added tax) applying in respect of the payment of any money under this Agreement or the supply of any goods or services under this Agreement;
“GST Law” means A New Tax System (Goods and Services) Tax Act 1999 (Cth) and any other law, public ruling or determination imposing or dealing with the assessment, collection, imposition, calculation, payment or recovery of or liability for GST;
“Intellectual Property” means any and all intellectual and industrial property rights throughout the world including rights in respect of or in connection with:
- (a) a party’s intellectual property that existed prior to, or created independently of, this Agreement;
- (b) any Confidential Information, trade secrets, technical data and know-how;
- (c) copyright;
- (d) inventions and discoveries (including patents, innovation patents and utility models);
- (e) trademarks or service marks and rights in, arising out of, or associated with domain names, business names and social media accounts;
- (f) designs;
- (g) applications for regulatory approvals and any associated drawings or documentation;
- (h) any other rights resulting from intellectual property activity in the industrial, commercial, scientific, literary or artistic fields which subsist or may hereafter subsist, whether or not now existing and registered or registrable and includes any right to apply for the registration of rights and all renewals and extensions;
“Law” means all applicable laws of the State of South Australia, including all amendments and replacing laws;
“Loss” means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental;
“Online Quote / Order Form” means the SGF Online Quote / Order form which is linked to the SGF website, by which a Customer can obtain a Quotation or order goods by following the instructions on the form and on the website. A Customer may use this form to obtain a Quotation without obligation to purchase the Goods, but may also convert the same Quotation into an Order by following the instructions if they so wish;
“Order” means an Order, either lodged with SGF by means of the Online Quote / Order Form, or by independent correspondence from The Customer with SGF for the purchase and/or delivery of Goods and/or Services to the Customer which must specify (and provide any other information requested by SGF):
- (a) the date of the placement of the Order;
- (b) the quantity and description of the Goods and/or Services ordered;
- (c) the Customer’s details including the name of the Customer, the phone number and email address of the Customer’s preferred contact person, the ABN if applicable, and the registered place of business if applicable;
- (d) the Delivery Address;
“SGF” means Sign and General Fabrication Pty Ltd ACN 604 922 214 and includes SGF’s administrators, successors and permitted assigns and any person acting on behalf of and with the authority of SGF;
“Party” means a party to this Agreement;
“Person” means a natural person, corporation or any body that is recognised at Law as being a legal entity or having legal personality;
“Price” means the price payable by the Customer to SGF for the Goods and/or Services as specified in the Online Quote / Order Form, or specified in any specific Quote issued by SGF for the supply of Goods and/or Services at a particular price, whichever is greater, or the cost of any products or services ordered by The Customer without any form of quotation as stated by SGF once the products or services have been conveyed to The Customer. Quotes shall be open for acceptance within the period stated in the Quote or, if no period is stated, within 30 days of the Quote date;
“Quote” means the written quotation issued by SGF to the Customer in relation to the Goods and/or Services (including any special conditions and/or other details applicable to the Customer’s Order under this Agreement) to which these Terms and Conditions are either attached or to which access may be gained by the Customer by accessing any link specified in the Quote or Online Quote / Order Form;
“Services” means the services provided or to be provided by SGF to the Customer from time to time pursuant to the Agreement;
“Terms and Conditions” means these Terms and Conditions as amended from time to time by SGF; and
“Territory” means Australia or any other geographical area determined by SGF from time to time as being the only serviceable areas for an Order.
1.2 In these Terms and Conditions (including defined Terms), unless the context states otherwise:
- (a) headings are included for convenience only and do not affect the interpretation of the Terms and Conditions;
- (b) references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
- (c) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
- (d) grammatical forms of defined words or phrases have corresponding meanings;
- (e) unless otherwise stated, a reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
- (f) if the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day unless agreed upon specifically by SGF;
- (g) references to a party are intended to bind their executors, administrators and permitted transferees; and
- (h) obligations under this Agreement affecting more than one party bind them jointly and each of them severally.
2 Formation of Agreement
2.1 These Terms and Conditions supersede all previous Terms and Conditions imposed by SGF and may only be varied in writing by SGF.
2.2 Each Order will constitute an offer by the Customer to purchase Goods and/or Services from SGF upon and subject to these Terms and Conditions. Any Price lists or Quotes given by SGF to the Customer are an invitation to the Customer
- to place an Order with SGF only and do not constitute an offer capable of acceptance.
2.3 The Quote, the Order Confirmation and these Terms and Conditions constitute the entire Agreement between the parties. Any prior understandings, representations, variations, exclusions and/or qualifications of any kind whatsoever (whether contained in any purchase order or document of the Customer, expressed verbally or contained in any writing) shall not be binding on the parties except to the extent incorporated expressly in writing into the Agreement or expressly agreed in writing by SGF.
2.4 A Quote submitted by SGF to the Customer may be varied or withdrawn at any time prior to the acceptance of an Order by SGF. Clerical or other errors made in respect of any Quote issued shall be subject to correction by SGF.
2.5 SGF may terminate this Agreement at any time before the Delivery of Goods and/or provision of Services to the Customer by giving written notice to the Customer. SGF shall not be liable for any Claim, Loss or damage whatsoever arising from such cancellation.
2.6 For the avoidance of doubt, SGF is under no legal obligation to accept any Order of the Customer. The Customer acknowledges that SGF’s ability to accept or fulfil an Order is subject to the availability of materials and/or the capacity of SGF (whether in relation to the availability of servicing personnel or otherwise) to fulfil an Order of the Customer. SGF may at its sole and absolute discretion and for any reason whatsoever reject any Order from the Customer.
2.7 An Order may only be made by the Customer to SGF:
- (a) in writing or by electronic data interchange (email);
- (b) by telephone;
- (c) via the SGF web site at https://signandgeneralfabrication.com.au/.
2.8 The Agreement resulting from the confirmation of the Order by The Customer to SGF cannot be terminated or cancelled by the Customer for any reason without SGF’s written consent and SGF may at its discretion impose a reasonable cancellation fee (including, without limitation, a Claim for any Loss or loss of profits suffered by SGF).
2.9 A minimum Order value of $90.00 (excluding GST) applies to all Orders. SGF may impose a $10.00 surcharge for any Orders placed under the minimum Order value.
2.10 It is The Customer’s responsibility to review all invoices issued by SGF and advise
- SGF of any errors or omissions before the invoice due date. If the Customer does not
- advise SGF of any errors or omissions by the invoice due date, the invoice is deemed valid and the Customer accepts liability for the invoice in full.
2.11 When placing an Order, the Customer shall inform SGF of any facts which might reasonably affect acceptability of the Goods and/or Services, or affect their suitability for their intended purpose. Any failure to do so will be deemed to create an inequality of bargaining position, and deemed to constitute the taking of an unfair advantage by the Customer, and be unconscionable, misleading and deceptive.
2.12 By accepting these Terms and Conditions, the Customer agrees to receive occasional advertising/marketing correspondence by email. The Customer can stop this correspondence at any time by unsubscribing using the “unsubscribe” link at the bottom of the emails.
3 Payment Terms
3.1 The Customer agrees to pay SGF the Price in full in accordance with the terms of the Agreement as specified by SGF in Australian currency, free of exchange. If the Customer has completed and returned a Credit Application Form to SGF and SGF has agreed to extend credit to the Customer, the Customer agrees to pay the Price in full to SGF on or before the due date displayed on the invoice or as otherwise agreed in writing with SGF.
3.2 Any Agreement specifying pre-payment shall be paid in full in advance before manufacture of the Goods or provision of Services.
3.3 SGF may ask for a deposit to be paid by the Customer prior to beginning any work or supplying any Goods. SGF reserves the right to terminate this Agreement after a deposit is paid, and after giving written notice will refund the Customer 100% of the deposit payment within a reasonable period of time.
3.4 If SGF agrees to extend credit to the Customer, the Customer agrees to the Terms stated in the Credit Application Form as forming part of the Terms and Conditions of the Agreement. Notwithstanding any credit Terms given to the Customer, SGF may decline to provide Goods and/or Services on credit to the Customer at any time without notice to the Customer.
3.5 Payments are to be made via cheque, bank transfer, or electronic funds transfer.
3.6 Payments are to be made to SGF in full without deduction or set off against the Price, whether legal or equitable.
3.7 If any part of an amount owing to SGF is at any time overdue, then the whole amount owing to SGF at that time is deemed immediately due and payable.
3.8 A default is deemed to have occurred under this Agreement or any other agreement between the parties where:
- (a) any amount payable for Delivered Goods and/or Services or part Orders Delivered is outstanding and due and payable by the Customer to SGF;
- (b) SGF obtains unfavourable reports on the financial standing of the Customer (and the Customer hereby authorises SGF to conduct credit checks on the Customer);
- (c) the Customer ceases to trade;
- (d) an application is made to wind up or place the Customer into insolvency or external administration;
- (e) an order is made for the Customer to be wound up, deregistered or dissolved;
- (f) the Customer becomes bankrupt, insolvent, enters into administration or receivership; or
- (g) any other event that indicates that the Customer may not be able to pay their debts to SGF as they fall due.
- SGF may elect to suspend some or all of its obligations under this Agreement until full payment is received from the Customer. SGF is not liable to the Customer for any Claim, Loss or damage the Customer suffers because SGF exercised its rights under this subclause.
3.10 The Price is exclusive of GST, freight and Delivery charges, unless stated otherwise. The Customer is liable for any GST, freight and Delivery charges. The Customer must pay to SGF any GST, freight and Delivery charges, at the same time and in the same manner as the first payment of the Price in respect of any Goods and/or Services made by the Customer to SGF.
3.11 All financial institution duty, stamp duty, Government charges or direct costs of any kind associated with the operation of the Customer’s account, will be charged to the Customer.
3.12 The Customer is liable to pay any fees charged to SGF by any financial institution for any dishonoured cheque. Any relevant invoices will be re-issued with the inclusion of such charges, with no amendment to due dates for payment unless agreed to by SGF.
3.13 Prices, fees and charges are subject to change without notice.
3.14 Without limiting the ability of SGF to recover all amounts owing to SGF under this Agreement, the Customer authorises SGF to charge any amounts owing to SGF under this Agreement to any credit card or account details provided by the Customer to SGF.
3.15 Time for payment is of the essence.
4 Interest and debt collection
4.1 Interest on overdue invoices or accounts may be applied at the discretion of SGF, who will notify the Customer. Interest shall accrue daily from the due date, at the rate of 10% per annum, calculated and applied at the conclusion of every calendar month. Such interest shall accrue monthly until the invoice or account is settled in full.
4.2 Should the account be referred to a collection agency, the Customer shall pay a 15% collection fee plus any and all costs associated with the recovery of the debt including without limitation debt collection, outsourcing and legal costs on an indemnity basis.
4.3 Should SGF take legal action to retrieve overdue monies owed, whether outside or through the Courts and Tribunals, the Customer agrees to pay for all associated costs.
5 Title and Risk
5.1 The Customer acknowledges and agrees that no title to the Goods shall pass to the Customer until payment of all monies owed to SGF has been received in full by SGF.
5.2 Risk of Loss or damage to the Goods will pass to the Customer at the time of Delivery. SGF shall not be responsible for any Loss or damage to the Goods in transit. Insurance for Goods in transit to the Customer will not be arranged by SGF unless specified in the quote or in the Agreement offered by SGF. The Customer shall otherwise be responsible for the insurance of Goods in transit. The Customer shall provide proof of such insurance to SGF if requested.
5.3 Until the Price has been paid in full:
- (a) legal ownership of the Goods shall remain with SGF;
- (b) and where the Customer is in default of the agreed Payment Terms, SGF may enter the Customer’s premises (or any premises where the Goods are located), without notice and without liability for trespass or any resulting damage and may retake possession of the Goods. All costs and expenses incurred by SGF as a result of taking action to retake possession of the Goods, together with transportation and storage charges, must be paid by the Customer to SGF on demand;
- (c) SGF may keep or resell any repossessed Goods;
- (d) if the Customer resells the Goods, without first having paid SGF for them, the Customer shall ensure that the invoiced Price of Goods is accounted for as an outstanding payable item to SGF; and
- (e) notwithstanding anything contained in subclauses 5.3(a)-(d) (inclusive), SGF shall be entitled to maintain its legal rights against the Customer for the Price of the Goods.
- f) While SGF retains title to the Goods, the Customer agrees to owe all proceeds from any sale or other dealing with those Goods, whether tangible or intangible, direct or indirect (including any proceeds from insurance claims) on trust for SGF and must keep those proceeds separately from its other property (including, on request by SGF, in a separate bank account and otherwise on terms specified by SGF).
5.4 Until such time as the Customer becomes the owner of the Goods, the Customer will:
- (a) store the Goods marked appropriately on their premises;
- (b) ensure the Goods are kept in good condition;
- (c) secure the Goods from risk, damage or theft; and
- (d) keep the Goods fully insured against all common business risks. The Customer shall provide proof of such insurances to SGF if requested.
5.5 Where the Customer makes a new product from the Goods, whether deemed as finished or not, or the Customer mixes the Goods procured to create an alternate product, the Customer agrees:
- (a) that, until payment of all sums owing to SGF is received, the ownership of the original Goods procured from SGF still resides with SGF;
- (b) should the Customer die, withhold payment or call a meeting of its creditors, become insolvent, declare bankruptcy, enter into liquidation, has a wind-up application lodged against it or has an administrator appointed, SGF may, without prejudice to its other rights under this Agreement, require payment or repossess the Goods.
5.6 The Customer acknowledges and agrees that SGF may apply to register a security interest in the Goods at any time before or after Delivery of the Goods. The Customer waives its right under section 157 of the Personal Property Securities Act 2009 (Cth) (“PPSA”) to receive notice of any verification of the registration.
5.7 If the Customer defaults in the performance of any obligation owed to SGF under these Terms and Conditions, or any other agreement with SGF to supply Goods to the Customer, SGF may enforce its security interest in any Goods by exercising all or any of its rights under the Terms and Conditions or the PPSA.
5.8 To the maximum extent permitted by law, the Customer and SGF agree that the following provisions of the PPSA do not apply to the enforcement by SGF of its security interest in the Goods: sections 95,125,130, and 135.
6 Intellectual Property
6.1 The supply of Goods and/or Services to the Customer does not constitute a transfer of SGF’s Intellectual Property, or the Intellectual Property in the Goods and/or Services or any part thereof of such rights, to the Customer and all such rights are reserved to the true and lawful owners.
6.2 The Customer shall not do anything to infringe SGF’s Intellectual Property, or engage in the disassembly, deconstruction or reengineering of SGF’s Intellectual Property.
6.3 Where SGF is the manufacturer or contract manufacturer of Goods and/or Services which contribute to the Customer’s design and specifications, the Customer indemnifies SGF against all Claims, Losses, damages and costs that SGF or related parties may suffer as a result of a Claim by a third party.
6.4 The Customer indemnifies SGF with respect to any infringement of SGF’s Intellectual Property. The Customer shall be responsible for any Claims, Losses, damages and costs incurred as a result from any infringement relating to an agreement between SGF and the Customer. SGF reserves the right to terminate any agreement in relation to any such infringement.
6.5 Any and all forms of Intellectual Property and Confidential Information survive the expiry or termination of the Agreement indefinitely.
7 Security and Charge
7.1 Despite anything to the contrary contained herein of any other rights which SGF may have:
- (a) where the Customer and the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and the Guarantor agree to mortgage and/or charge all of their joint and/or several interests in the said land, realty or any other asset to SGF or SGF’s nominee to secure all amounts and other monetary obligations payable under these Terms and Conditions;
- (b) the Customer and the Guarantor (if any) acknowledge and agree that SGF (or SGF’s nominee) shall be entitled to lodge a caveat. The Customer and Guarantor shall give their written consent in registrable form to the lodgement of a non-lapsing caveat immediately on SGF’s request and the Customer and Guarantor shall not object to the lodgement or upholding of said caveat or take any steps to have any such caveat removed from the land titles office register. This caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met; and
- (c) should SGF elect to proceed in any manner in accordance with this clause and/or its sub-clause, the Customer and Guarantor (if any) shall indemnify SGF from and against all of SGF’s costs and disbursements, including legal costs on a solicitor and client basis. The Customer and Guarantor (if any) agree to irrevocably nominate, constitute and appoint SGF or SGF’s nominee as the Customer’s and Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause.
8 Credit Limit
8.1 The approval of any credit limit or facility to a Customer is an indication only of SGF’s intention at that time and is revocable at will.
8.2 For the avoidance of any doubt, SGF may at any time at its sole, absolute and unfettered discretion vary and/or withdraw any credit limit or facility extended to a Customer without any Claim, Loss or liability to SGF from the Customer or any other party whatsoever.
9.1 Any timeframes quoted by SGF for the Delivery of Goods are estimates only.
9.2 SGF may offer, at its sole discretion, free delivery of Goods. Free delivery is not an obligation and should not be regarded as such. It will be offered on the basis of times and locations that suit SGF, and if the Customer cannot accept the delivery at the time and place specified, they forfeit the free service, and may be required to arrange for collection of Goods from SGF. SGF may offer to set an alternate time and place for free delivery.
9.3 SGF shall not be liable for delay or any failure or inability to deliver.
9.4 SGF shall not be liable for any Claim, Loss or damage whatsoever due to failure by SGF to deliver the Goods promptly or at all.
9.5 The failure of SGF to deliver shall not entitle the Customer to treat this Agreement as repudiated.
9.6 SGF reserves the right to withdraw from supplying Goods and/or Services at any time before the Delivery Time and will not be liable for any Claim or Loss whatsoever arising from its failure to deliver any or all of the Goods.
9.7 Any term of this Agreement relating to the quantity of Goods is not the essence of the Agreement. SGF reserves the right to make partial deliveries against an Order and to invoice each partial Delivery separately and the Customer cannot reject Goods on the basis of partial Delivery.
9.8 Where Goods remain in the possession of SGF after the Delivery Time (including where the Customer fails for whatever reason to take Delivery of the Goods), SGF is entitled to charge the Customer for all Losses occasioned by the Customer in not accepting Delivery, together with any costs and Losses in respect of the carriage, care and custody of the Goods.
9.9 Unless otherwise agreed by SGF, all Goods will be delivered to the Customer’s nominated Delivery Address.
9.10 The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period to accept Delivery of the Goods and to acknowledge receipt upon any consignment note or invoice accompanying the Goods.
9.11 The Customer warrants that the person who signs the Delivery notice is authorised to receive the Goods on their behalf.
9.12 A quantity, description, date and place of Delivery, as indicated on SGF s invoice or dispatch note, shall be referenced as evidence of quantity, description, date and place of Delivery of the Goods.
9.13 If the Customer fails to take delivery of the Goods on the specified date, and the Order is returned to SGF, a second delivery charge may be imposed.
9.14 SGF may arrange for the storage and carriage of Goods by couriers, contractors or sub-contractors. Notwithstanding any specific instructions given by the Customer as to the mode of carriage of Goods, and in the exercise of its absolute discretion, SGF may have Goods carried or forwarded by any method which it deems fit.
9.15 Unless otherwise agreed by SGF from time to time, the cost of freight of Goods from the SGF premises shall be paid for by the Customer.
9.16 Unless otherwise specified in a Quote, Goods shall be packed in a way SGF sees fit for the purpose. The cost of any special packing and packing materials required by the Customer shall be at the Customer’s expense.
9.17 A surcharge will be payable on the shipment of any dangerous Goods within an Order as SGF may in its absolute discretion determine is applicable to the Order.
9.18 Where orders are freighted on a pallet provided by SGF, SGF may apply a pallet charge to this order based on the size of pallet required. Due to the dimensions and weight of pallet orders, SGF may be required to have Goods carried by any method which it deems fit.
10 Inspection, Acceptance of Goods and Customer’s Obligations
10.1 The Customer must inspect the Goods within 3 Business Days of the Delivery Time and, if no inspection is so made, is deemed to have accepted the Goods.
10.2 The Customer has no Claim for shortages, defects or any Loss in respect of Goods apparent on inspection unless a written complaint is made to SGF within 3 Business Days of the Delivery Time specifying the shortage or defect.
10.3 SGF is, after receipt of the complaint, permitted to inspect the Goods and investigate the complaint.
10.4 If a complaint is not made to SGF in accordance with subclause 10.2, the Goods delivered will be deemed to be in accordance with the Agreement, and SGF will not be held liable for any Claims or future Losses regarding the use or application of the Goods, and the Customer is bound to pay for them accordingly.
10.5 SGF shall not be under any obligation to accept Goods returned by the Customer. SGF will only accept the return of Goods from the Customer where:
- (a) the Customer has complied with subclause 10.2 and SGF is satisfied as to the claim by the Customer; and
- (b) the Goods are returned to SGF in the same condition as when first delivered to the Customer.
11 Cancellations and Returns
11.1 The Customer shall at no time cancel the whole or part of any Order placed without SGF’s prior approval. The Customer shall not return any Goods without first providing to SGF an original proof of purchase.
11.2 Where the Customer has ordered incorrect Goods and /or Services, specified an incorrect quantity, an Order exceeds the Customer’s requirements, an incorrect account number is used or an Order is duplicated, SGF will not accept returns unless agreed in writing. The Customer is bound to accept and make payment for the Goods and/or Services as per the Order and under this Agreement. SGF shall not be responsible for losses suffered by the Customer due to this clause.
11.3 Notwithstanding any other provisions of these Terms and Conditions, the Customer shall not return any Goods which have been custom made, custom cut, custom processed or custom acquired.
11.4 Where Goods are returned to SGF in accordance with the provisions of clause 11, SGF may issue a credit note in respect of any amounts paid by the Customer in respect of those Goods, less any relevant freight costs.
11.5 Goods will not be accepted as a return after 30 days post-Delivery, unless specifically agreed to in writing by SGF
12.1 The Customer shall rely on its own knowledge and expertise in selecting Goods and/or Services for any purpose, and any advice given by or on behalf of SGF shall be accepted at the Customer’s risk.
12.2 SGF shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, transportation, installation, removal and/or any other particular intended use of the Goods) which are not precisely and accurately communicated in writing to SGF prior to the Customer entering into this Agreement.
12.3 SGF shall not be liable nor responsible for any defects or damages caused by misuse, abuse, neglect, repair, alteration or accident.
12.4 SGF shall not be liable nor responsible for any technical advice or assistance provided to the Customer in relation to the manufacture or supply of the Goods and/or Services to the Customer, provided that SGF has supplied the Goods and/or Services with due care and skill, and any materials supplied in relation to the Goods and/or Services are fit for the purpose as described by the Customer prior to accepting the quote or placing the Order.
12.5 The Customer shall take responsibility for checking Goods and materials to be supplied by SGF for compliance with all laws, standards and/or guidelines applicable to the use for which the Customer intends for the Goods. The Customer shall indemnify SGF from any claims made by itself or any third party contractor or consumer in relation to breaches of the above.
12.6 From time to time, at their discretion, SGF may offer Services such as compiling and/or lodging of applications to regulatory bodies for approvals of the use of Goods and/or Services, including but not limited to local governments, city planners, private certifiers and government planning bodies. SGF takes no responsibility for the outcome of such Services, and any request to alter or re-submit any application, including obtaining third-party information as required, will be charged to the Customer as SGF sees fit. Obtaining approvals is solely the Customer’s responsibility.
13 Limitation of Liability
13.1 If the Customer is deemed a “Consumer” under the Competition and Consumer Act 2010 (Cth) (“Australian Consumer Law”), the Australian Consumer Law may imply into these Terms and Conditions warranties or conditions and impose obligations which cannot be excluded, restricted or modified and these Terms and Conditions are read subject to such statutory provisions. All other conditions, warranties, representations, liabilities and obligations, whether implied or imposed by statute, including any conditions or warranties as to merchantability, fitness for purpose or correspondence with description, are excluded to the extent permitted by law.
13.2 In the event that SGF breaches its obligations under this Agreement or at Law, then, to the extent permitted by law, its liability is limited to any one or more of the following at its sole and absolute discretion:
- (a) the replacement of the Goods and/or Services or the supply of equivalent Goods and/or Services;
- (b) the payment of the cost of replacing the Goods and/or Services or acquiring equivalent Goods and/or Services;
- (c) the repair of the Goods and/or Services;
- (d) the payment of the cost of having the Goods and/or Services repaired;
- (e) the re-supply of Goods and/or Services; or
- (f) the payment of the cost of having the Goods and/or Services re-supplied to the Customer.
13.3 The total liability of SGF under these Terms and Conditions is, to the extent permitted by law, expressed in this clause 13 and SGF will under no circumstances be liable to the Customer for any Claim or Loss incurred by the Customer or any other party resulting directly or indirectly out of the supply by SGF to the Customer of any Goods and/or Services or out of any breach by SGF of these Terms and Conditions or out of the negligence of SGF.
13.4 Nothing in these Terms and Conditions shall exclude or modify any conditional warranty implied by law where to do so would render these Terms and Conditions void.
13.5 In any case where Goods and/or Services provided by SGF including guarantees that cannot be excluded under the Australian Consumer Law, the Customer is entitled to a replacement or refund of the Goods and/or Services for a major failure of the Goods. The Customer is also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
13.6 The Customer agrees to limit any Claim it makes against SGF to the cost of acquiring equivalent Goods.
14 Force Majeure
14.1 SGF will not have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of SGF.
14.2 If SGF is affected by such circumstances, then SGF shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance of this Agreement and when they cease to do so.
14.3 If such circumstances continue for a period of more than seven (7) days, SGF may terminate this Agreement by notice to the other party or continue with the Agreement on terms the parties may otherwise agree in writing.
- The Customer commits a default or substantial breach of this Agreement if:
(a) the Customer commits an Event of Default;
- (b) the Price or any moneys payable by the Customer under this Agreement is not paid to SGF on the due date;
- (c) the Customer fails to comply with any Terms and Conditions of this Agreement which in SGF’s sole opinion constitutes a breach of a material term of this Agreement;
- (d) the Customer fails to follow any reasonable and lawful directions of SGF;
- (e) SGF has evidence that the Customer is acting, or has acted, illegally or is, or has, engaged in illegal activity; or
- (f) SGF has evidence that the Customer has caused a person harm or has caused, or is intending to cause, SGF harm.
15.2 No prior demand is required to be made by SGF to the Customer for the payment or performance of any term of this Agreement.
15.3 If the Customer commits a default or substantial breach of this Agreement, SGF may, by notice to the Customer at its option and without prejudice to another rights it may have, suspend or terminate an Order, cease further deliveries and may retain any monies paid by the Customer in relation to the Order and apply such monies against any Loss or damage incurred by it in relation to the default or breach by the Customer.
16.1 Without prejudice to any other rights or remedies available to SGF, SGF may terminate this Agreement at any time after giving the Customer one (1) month’s notice of termination or without notice if the Customer commits any default or substantial breach of the Agreement. If either party breaches a simple term of this Agreement and fails to remedy such breach within seven (7) days after service upon it of notice of such a breach, either party may by notice terminate this Agreement with immediate effect.
16.2 If SGF commits a serious breach of this Agreement, the Customer may terminate this Agreement by giving at least one (1) month’s notice to SGF. SGF will be entitled to be paid by the Customer for all Goods and/or Services supplied, or to be supplied, to the Customer, including the Price, fees and charges or any Loss incurred by SGF in relation to the provision of such Goods and/or Services, to the date of termination of the Agreement by the Customer.
16.3 Notwithstanding anything elsewhere contained in this Agreement either party may terminate this Agreement immediately by giving notice to the other party if the recipient party has breached any Law then applying to this Agreement or does any act or omits to do any act that could cause the terminating party to be in breach of any Law applicable to this Agreement.
16.4 Termination of this Agreement does not extinguish, or otherwise affect, any rights of any party to this Agreement against the other which:
- (a) accrued before the time at which the Agreement was terminated; or
- (b) otherwise relates to or may arise at any future time from any breach or non-observance of obligations under this Agreement, which arose before the time at which this Agreement was terminated.
Unenforceability of a provision of this Agreement does not affect the enforceability of any other provision. If any provision is void, voidable or unenforceable, it will be severed from the Agreement to the extent of the inconsistency.
18.1 A notice or other communication to a party under this Agreement must be in writing and delivered to that party in one of the following ways:
- (a) delivered personally; or
- (b) posted by prepaid post to their address for service (or an address as notified by the party or the party’s solicitor in writing from time to time) when it will be treated as having been received on the 14th Business Day after posting; or
- (c) sent by email to their email address, when it will be treated as received 1 Business Day after being transmitted, except in the case of any notification of failure to send by an internet provider or email software.
18.2 The Customer agrees that it shall be deemed to have notice of any change to the Terms and Conditions and be bound by any subsequent versions of these Terms and Conditions as they appear on the website www.signandgeneralfabrication.com.au whether or not the Customer has actual notice thereof.
18.3 A copy of any subsequent versions of these Terms and Conditions may also be obtained on request via telephone or email.
Each party represents and warrants to the other party that it has the power and authority to enter into and perform this Agreement and to execute the obligations assumed or imposed upon it under this Agreement. If this Agreement is signed on behalf of the Customer, then the person signing covenants that they have the authority to sign this Agreement as a duly authorised agent of the Customer and accepts personal responsibility for the performance of this Agreement.
20 Assignment and Subcontracting
20.1 SGF may assign any or all of its rights and obligations under this Agreement to any other party at any time without the need to notify or obtain the approval of the Customer.
20.2 SGF may subcontract the whole or any part of the provision of Goods and/or Services under this Agreement to suitably qualified persons or entities, save that SGF remains liable to the Customer for the Goods and/or Services under this Agreement.
20.3 The Customer must not, without the prior written approval of SGF:
- (a) mortgage, charge or otherwise encumber the Customer’s rights, interests or entitlements under this Agreement; or
- (b) assign the Customer’s rights, interests or entitlements under this Agreement.
21.1 The failure, delay or omission by a party to exercise any power or right conferred upon that party by this Agreement will not operate as a waiver of that power or right, nor will any single exercise of any power or right preclude any other future exercise of the power, or the exercise of any other power or right under this Agreement.
21.2 A waiver of any provision of this Agreement, or consent to any departure by a party from any provision of this Agreement, must be in writing and signed by all parties and is effective only to the extent for which it is given.
22 Relationship of the Parties
Nothing in this Agreement, or any circumstances associated with it or its performance, gives rise to a joint venture, partnership, employment relationship, franchise, agency, fiduciary or any other such relationship between the parties. The relationship between the parties shall at all times be that of independent contractors. Neither party shall share or be responsible for the debts and liabilities of the other party nor have the authority to legally bind the other in any manner.
23.1 These Terms and Conditions are subject to change without notice.
23.2 Unless otherwise agreed in writing by SGF, at the sole and absolute discretion of SGF, the Courts and/or Tribunals of South Australia will have exclusive jurisdiction in relation to all matters whatsoever concerning these Terms and Conditions. The Customer irrevocably waives any objection to the venue selected by SGF or its subsidiaries in relation to any legal proceedings concerning these Terms and Conditions.
23.3 The parties agree that any action arising out of or relating to these Terms and Conditions may only be brought before the Courts and/or Tribunals of the State of South Australia.
23.4 In reselling, maintaining or installing Goods, the Customer is not SGF’s agent or the agent of the manufacturer of raw materials used.
23.5 The Terms and Conditions of this Agreement including the Confidential Information are private and confidential and the Customer must not disclose them unless it is necessary for the provision of professional advice.
23.6 By entering into this Agreement, the Customer agrees not to commence any suit or form of legal action against SGF while in default of this Agreement.
23.6 If the Customer now or at any time in the future enters into this Agreement as a trustee, the trustee acknowledges and covenants that all the provisions of this Agreement are binding on the trustee both personally and in the trustee’s capacity as trustee and are binding on the trustee’s successors as trustee of the relevant trust fund. The trustee’s liability will remain irrespective of any insufficiency in or lack of recourse to trust assets.
23.7 These Terms apply to, and are incorporated into any Order, between the Customer and SGF, to the exclusion of the Customer’s conditions of purchase or any other document or terms.
In most cases yes. We offer free delivery to your door at a convenient time, usually not more than 2 - 3 days. If you need it urgently, you may need to organise your own transport, or we can deliver it immediately for an additional charge.
Yes, we can build a sign and install it for you if you need installation. We generally don’t install other people’s signs.
Lead times can vary depending on demand. If you fill out our Online Order Form (even if it’s just for a quote), we’ll let you know what our current lead time is, or an estimated delivery day for country/interstate. OR you can email us with the details of your job and we’ll send back a custom quote.
Please keep in mind that because we’re a small business, lead times can change quickly.
Yes, we can supply blank faces to our clients. It makes the job quicker & easier, especially for our country-based customers who don’t have to order faces after the sign arrives then wait another week!
No, sorry, we are a trade-only supplier. However, you’re welcome to get in touch and we will point you in the right direction. We’re dealing with sign companies every day, so we know who can do the right kind of job for you.
No, sorry, we don’t do automotive work.
I’ve got some sign panels/vinyl/prints I’ve put together and need installed. Can you install for me?
We are not primarily sign installers. Our main focus is manufacture. We’re happy to install what we make, but we don’t usually install other people’s signs.
You’re welcome to ask – we may be able to fit it in. We generally stick to painting what we fabricate. If it’s something we can’t do we will put you in touch with someone who can.