Terms & Conditions

These terms and conditions apply, unless varied in the Quotation:

1) Definitions:

a) “Agreement” the acceptance by You of this Quotation and these terms and conditions, in writing or by conduct.

b) “Background IP” in relation to a party means all Intellectual Property rights owned by or licensed to that party at the date of this Agreement or acquired by that party after the date of this Agreement that are independent of this Agreement and which are necessary or desirable for the provision of any one or more of the Services, Goods and the Product.

c) “Documents” means all documents, including the Quotation, all drawings and designs, and other materials created or developed by or on behalf of Sachr Sign Co in the course of performing the Services or in relation to the Goods and the Product, whether in tangible or electronic form.

d) “Force Majeure Event” means any event outside Sachr Sign Co’s reasonable control including acts of God; declared or undeclared war; fire; flood; storm; earthquake; hurricane; cyclone; riot; power failure; industrial action; defaults of manufacturers or suppliers; the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay; labour disputes; theft; any criminal act or other similar events beyond Sachr Sign Co’s control that may prevent or delay Sachr Sign Co’s supply of the Goods, Product and/or Services to You.

e) “Goods” means any components or materials which Sachr Sign Co uses to manufacture or which forms part of the Product.

f) “IP” means statutory and other proprietary rights in respect of copyright and neighbouring rights, future copyright, all rights in relation to inventions, patents, plant varieties, registered and unregistered trade marks, registered and unregistered designs, circuit layouts and rights to require information be kept confidential, but does not include moral rights that are not transferable.

g) “Normal Working Hours” means Monday to Friday between 8.00am and 4.30pm.

h) “Practical Completion” the sign/s is/are functional and can be used (subject to electricity connection).

i) “Product” means anything which Sachr Sign Co manufactures for you and/or provides to You, in performing the Work.

j) “Quotation” means the accompanying offer, including any drawings and other materials included with that offer. If you accept this Quotation (which includes acceptance in writing, by conduct or verbal confirmation), you also accept these terms and conditions, unless otherwise agreed in writing by the Sachr Sign Co Managing Director.

k) “Sachr Sign Co” means Sachr Pty Limited ABN 63 103 925 462 t/as Sachr Sign Co.

l) “Services” means and includes design, delivery and installation, technical advice or maintenance services (if any) given or provided by or on behalf of Sachr Sign Co in connection with the Goods and Product and in preparation of the Quotation.

m) “Services IP” means all IP created, conceived, developed or reduced to practice in the course of any one or more:

  • the performance of the Services;
  • the creation of the Documents;
  • the creation of the Product; and
  • the creation of the Goods. 

k) “Site” means the site/s identified in the Quotation. l) “You” and “Your” means the person or company or entity who has requested / agreed to this Quotation.

2) Quotation / Agreement:

a) These Terms and Conditions apply to any Quotation issued by Sachr Sign Co for the provision of Product, Goods and/or Services.

b) You, acting as the customer, acknowledge that you have read and understood the above Quotation and these Terms and Conditions (“Terms”) and accepted these Terms before proceeding with approval and authorisation of this Quotation with Sachr Sign Co.

a) Sachr Sign Co may vary or withdraw a Quotation at any time prior to it being accepted by You. Quotation is subject to final Site details, including but not limited to dimensions, conditions and restrictions.

b) Acceptance by You may be in writing (by email, letter or facsimile) or by conduct (you instruct Sachr Sign Co to proceed).

c) If a change in a legislative requirement or the requirements of any authority necessitates a change to the Product, Goods and/or Services and causes Sachr Sign Co to incur more cost than would otherwise have been incurred, the additional cost shall be added to the Quotation.

3) Payment terms:

a) a 50% deposit with this completed form or your official company order, is required to commence the works. The 50% balance is due on earlier of: delivery or Practical Completion, except that pre-approved account clients are strictly 30 days on the earlier of: delivery or Practical Completion.

b) Once commenced, all work must be paid for by You, in full or part thereof as estimated by Sachr Sign Co.

c) Sachr Sign Co reserves the right to charge You progress claims during the course of this Agreement. d) Interest is charged at 3% per month (calculated daily) on any outstanding amount owed to Sachr Sign Co, from the date due until paid. e) Payment to Sachr Sign Co must be made in full without any deductions or restrictions for any set offs or counter claims by You on the due date advised.

4) Title:

a) Sachr Sign Co will retain title to Goods / Product supplied to You until Sachr Sign Co has received payment in full for the Goods / Product and all other Goods / Product and Services supplied by Sachr Sign Co to You.

b) Until title passes in accordance with this clause, You will:

i) hold the Goods / Product as fiduciary for Sachr Sign Co (in which full title to such Goods / Product will remain);

ii) keep the Goods / Product insured against all usual risks to full replacement value and account to Sachr Sign Co any insurance monies received by You for Goods / Product owned by Sachr Sign Co;

iii) store each delivery of Goods / Product separately, clearly identified as Sachr Sign Co’s property; iv) not encumber or allow any lien, charge or other security interest to be created over the Goods / Product. c) Nothing in this clause will affect Sachr Sign Co’s right to be paid by You in accordance with this Agreement.

d) Sachr Sign Co will be entitled, without prejudice to Sachr Sign Co’s other rights, to recover and repossess such Products / Goods and to enter any premises and the Site without notice to You.

5) Site readiness:

a) Our Quotation is based on Site conditions at the date of this Quotation and assumes a Site clear of other trades and with clear access. If any Site changes after this time that add any additional costs for the Products installation these will be at Your expense.

b) You must satisfy all legislative requirements and the requirements of all authorities except to the extent expressly allowed for by Sachr Sign Co in the Quotation. Without limiting the generality of the foregoing, at your cost You must obtain and provide all approvals, permits, licences, security, traffic controllers, hoardings and power required for the Products / Good installation and operation, and provision of Services.

c) All work into ground has been quoted as natural earth, free and clear of obstructions, pipes, tree roots, wiring, solid rock etc.

d) Should any additional costs be incurred to complete the Work due to any unforeseen or hidden obstructions behind, above or under any surfaces at Site, these costs will be additional and at Your expense.

e) Any 240 volt primary wiring to the Product, its connection and any on/off control systems are not included in this Quotation.

Phone. 02 9043 1432 PO Box 7100 Alexandria NSW 2015 Australia www.sachr.com.au Sachr Pty Ltd ABN: 63 103 925 462 Blueprint Business Centre Unit 216. 35 Doody Street Alexandria NSW 2015

6) Surface and installation area / Site readiness:

a) The surface, place and access to immediate working area of actual intended installation / the Site must be ready and appropriately prepared by You, be free of other trades and be open and accessible.

b) You must allow for and advise Sachr Sign Co of any Site free and clear access timing delays, such as induction and Site operating hours. Any alterations to scheduled free and clear Site access will incur charges at Sachr Sign Co’s usual hourly rates and a cancellation fee is Site access fees to be re-scheduled.

7) Delivery & installation:

a) all production and on-Site work has been quoted in Normal Working Hours and in one continuous operation. b) cancellation by You of an agreed installation date within 2 normal working days before due installation time and date will incur a full charge, unless otherwise agreed in writing by Sachr Sign Co.

8) Delays & Cancellation:

a) Should the project be delayed by You or for reasons beyond the control of Sachr Sign Co, the completion date (and interim delivery / installation dates) may be rescheduled by Sachr Sign Co.

b) Site installation delays not due to Sachr Sign Co or its workmen are charged additionally to You and at a rate as set by Sachr Sign Co, and You agree to pay those rates.

c) In the event that You fail to provide delivery or installation instructions Sachr Sign Co within 10 business days of a request issued by Sachr Sign Co for such information, Sachr Sign Co will reserve right to charge for storage of the Product pending delivery advice and You agree to pay for same.

d) Manufacturing and installation delays will not entitle You to cancel the contract or seek compensation.

e) If, after authorising this Quotation, you seek to cancel this Agreement, contract, order, delivery of the Product, after Sachr Sign Co has ordered the Goods, provided Services or started production / assembly of the Product, you must still, and You agree to be liable for, and to pay, Sachr Sign Co in full, in accordance with this Agreement and for any cancelation costs / fees incurred by Sachr Sign Co.

9) Variations:

a) Designs and artworks (in whatever form) provided by Sachr Sign Co are only to show You a concept of the final Product. You accept variations to the final Product, including but not limited to: its appearance, illumination, colours, finishes and function, may exist including but not limited to: due to the varying production methods, materials and lighting systems used to complete the Product.

b) The final selection of all materials, finishes, colours, lighting and production systems used to complete the Product shall be at the discretion of Sachr Sign Co.

c) Unless specified on supplied drawings or in writing at the time of order / Quotation, the final positioning and the type of installation fixings for all Products shall be at the discretion of Sachr Sign Co or its installers.

10) Defects:

a) You must:

i) examine the Product/s and Goods as soon as reasonably practicable after delivery and again after installation;

ii) immediately notify Sachr Sign Co in writing of any incomplete or defective Product, Goods or Services or any other failure to comply with the Agreement within 7 days of delivery of the relevant Product/s, Goods or performance of the relevant Services and again on completion of installation (failure to so provide defects notification will, to the extent legally possible, void our Product Warranty to You); and

iii) preserve, as far as possible for Sachr Sign Co’s inspection, Product/s / Goods that are alleged not to comply with the Agreement and return Product/s / Goods to Sachr Sign Co if Sachr Sign Co so requests. b) If You fail to strictly comply with the sub-clause above, You will be deemed to have waived your right to claim in connection with the Product, Goods and/or Services and You are barred from bringing any action whatsoever against Sachr Sign Co in connection with Product, Goods, Services and/or the Agreement.

11) Default:

a) If You commit a breach of the Agreement and that breach has not been remedied within 3 days of the breach occurring, Sachr Sign Co may either suspend the Goods / Product and/or Services or terminate the Agreement and Sachr Sign Co will be entitled to damages.

b) Sachr Sign Co reserves the right immediately to terminate or suspend Sachr Sign Co’s performance of the whole or any outstanding part of any Agreement for the supply of Goods and/or Services without incurring any liability to You in any of the following circumstances:

i) You fail to take delivery of or to pay for Goods and/or Services by the due date or otherwise breaches any other term of the Contract;

ii) You inform Sachr Sign Co, or creditors generally, that You are insolvent or financially unable to proceed with the Agreement;

iii) execution is levied against You by a creditor;

iv) You are an individual person or a partnership including an individual person, and if that person:

(1) commit an act of bankruptcy;

(2) have a bankruptcy petition presented against You or present Your own petition;

(3) are made bankrupt;

(4) make a proposal for a scheme of arrangement or a composition; or

(5) have a deed of assignment or deed of arrangement made, accepts a composition, is required to present a debtor’s petition, or has a sequestration order made, under Part X of the Bankruptcy Act 1966 (Cwlth) or like provision under the law governing the Contract; or

v) in relation to You being a corporation:

(1) notice is given of a meeting of creditors with a view to the corporation entering a deed of company arrangement;

(2) it enters a deed of company arrangement with creditors;

(3) a controller or administrator is appointed;

(4) an application is made to a court for its winding up and not stayed within 14 days;

(5) a winding up order is made in respect of it;

(6) it resolves by special resolution that it be wound up voluntarily (other than for a member’s voluntary winding up); or

vi) a mortgagee of any of its property takes possession of that property;

vii) Sachr Sign Co notifies You of having reasonable grounds for suspecting that You will not pay for Goods, Product and/or Services on the due date;

viii) there has been a substantial increase in Sachr Sign Co’s costs of manufacture and supply of Goods, Product and/or Services after the date of the Quotation arising from circumstances beyond Sachr Sign Co’s reasonable control where the Contract is for a fixed price and Sachr Sign Co and You have failed to reach agreement on a reasonable adjustment in the Price within thirty (30) days of Sachr Sign Co notifying You of such increase; or ix) contractual performance by either Sachr Sign Co or You is delayed or prevented due to any Force Majeure Event.

Phone. 02 9043 1432 PO Box 7100 Alexandria NSW 2015 Australia www.sachr.com.au Sachr Pty Ltd ABN: 63 103 925 462 Blueprint Business Centre Unit 216. 35 Doody Street Alexandria NSW 2015

12) IP:

a) All Background IP remains the sole property of its owner. A party acquires no right, title or interest in or to the Background IP of the other party by virtue of this Agreement other than as expressly set out in this Agreement.

b) Each party grants to the other party a royalty-free, non-exclusive, non-transferable licence during the term of this Agreement to use the Background IP owned by it for the sole purpose of providing the Services.

c) Subject to clause 12.d., all Services IP is owned by Sachr Sign Co. Title to all Services IP vests in and is assigned to Sachr Sign Co with effect from its creation.

d) On and from the date that title in the Goods/ Product supplied passes to You in accordance with clause 4 of this Agreement, Sachr Sign Co grants to You a non-exclusive, royalty free, non-transferable licence of Sachr’s Background IP and Services IP to enable You to use any deliverables resulting from the Services, including the Goods/ Product at the Site.

e) You must not use any of the Sachr Sign Co Background IP and/ or Services IP beyond the scope of clause 12.d. without a prior written licence from Sachr Sign Co, which may be subject to a licence fee.

f) You warrant that You own Your Background IP and that the use of Your Background IP, including as incorporated in the Services IP, does not infringe any third party’s IP. You hereby indemnify and hold harmless Sachr Sign Co against any claims that such use of Your Background IP infringes any third party’s IP, whether or not such claims are substantiated.

13) Warranty: Subject to guarantees that cannot be excluded under the Australian Consumer Law and subject to Sachr Sign Co having received your defects notification within the time limits specified in clause 10:

a) We provide a 3 month warranty on our workmanship in the manufacture of our Products (“Product Warranty”).

b) (Back to base warranty): Goods not manufactured by Sachr Sign Co and used in the Products manufacture are only warranted to the extent we are able to obtain warranties from the supplier of the Goods (“Goods Warranty”). Sachr Sign Co is responsible for any item, condition, representation or warranty given by the Goods manufacturer.

c) Subject to this, You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Product repaired or replaced if the Product fails to be of acceptable quality and the failure does not amount to a major failure.

d) If the Goods Warranty extends beyond the Product Warranty, , all Sachr Sign Co labour and other associated costs of You using this Goods Warranty will be an additional cost and charged to You.

e) Subject to the clause below (Limitation of Liability) our warranty is limited to the cost of repairing, replacing or making good the Product at ground or step ladder level. Access to the Product (goods in the Product) above ground or step ladder level need to be quoted and pre-paid before works can be undertaken by or for Sachr Sign Co to effect repair, replacement or make good.

f) Travel outside the Sydney metro area, access equipment, regulatory permits or specialized services and the associated costs required to service the Product are not included in the warranty.

g) All warranty work is quoted in Normal Working Hours only. h) Illuminated signage: the client must provide a photo of the sign showing the service area requested, and if there is more than one sign at site a plan/description clearly identifying which sign requires service.

i) All service requests must confirmed in writing by You to initiate the service request, and in order to comply with applicable OH&S and work place safety method requirements.

j) Any requested service calls to our Products that are found not to be the fault of Sachr or the Goods supplied by Sachr Sign Co, or a call out for a Product in an inaccessible Site or above ground / step ladder level will incur a call out fee payable by You.

k) Site induction meetings required to be completed by Sachr Sign Co or its service technicians to enable Site access and to service (repair etc.) the Product are additional and payable by You, regardless of being under warranty, at our usual hourly rates, or weekend / penalty rates as the case may be.

l) The cost of servicing any sign above ground level is not included in our quotation and only the replacement cost of any faulty Goods (parts) are included.

m) For self-adhesive vinyl (and similar) product/s and/or Goods to any painted surfaces, no warranty is given as to the longevity or degree of adhesion of the Products/ Goods to the surface.

14) Limitation of Liability:

a) All terms, conditions, warranties and representations that might otherwise be granted or implied by law, are hereby expressly excluded.

b) Sachr Sign Co does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between Sachr Sign Co and You by law including liability under the Competition and Consumer Act 2010 (Cth). c) However, where such statutory provisions apply, to the extent to which Sachr Sign Co is entitled to do so, Sachr Sign Co’s liability will be limited at its option to: i) in the case of a supply of Goods:

(1) the replacement of the Goods or supply of equivalent Goods;

(2) the payment of the cost of replacing the Goods or acquiring equivalent Goods;

(3) the payment of the cost of having the Goods repaired; or

(4) the repair of the Goods; and ii) in the case of Services:

(1) the supply of the Services again; or

(2) the payment of the cost of having the Services supplied again. d) To the extent permitted by law Sachr Sign Co will under no circumstances be liable in any way whatsoever to You for any form of loss, damage or expense sustained or incurred by You or any other party in consequence of or resulting directly or indirectly out of the damage, breakage or faults which occurs in shipment organised by You, or damage that is attributed to acts of God, vermin, terrorism, fire, vandalism or improper use or storage, the supply of the Goods or Services by Sachr Sign Co, the use or performance thereof, any failure to install the Goods in accordance with their applicable installation instructions and manuals provided with the Goods or to operate the Goods in accordance with their applicable operation instructions and manuals provided with the Goods, any breach by Sachr Sign Co of any Contract incorporating these Conditions, or the negligence of Sachr Sign Co, or the negligence of You or any third party including in relation to the delivery, installation or operation of the Goods. In particular, Sachr Sign Co is not liable in any circumstances whatsoever (including any fault or default of Sachr Sign Co) for any indirect or consequential losses (including loss of goodwill, loss of business or anticipated savings), loss of profits or use, any rectification costs or any third party claims, in connection with the Goods, Services or the Contract.

Phone. 02 9043 1432 PO Box 7100 Alexandria NSW 2015 Australia www.sachr.com.au Sachr Pty Ltd ABN: 63 103 925 462 Blueprint Business Centre Unit 216. 35 Doody Street Alexandria NSW 2015

15) Indemnity: You hereby indemnify Sachr Sign Co for any loss or damage suffered by Sachr Sign Co arising from or in connection with:

a) any breach of the Contract by, or negligence of, You;

b) any breach of law by You;

c) the death or injury to any person or damage to any property arising from the performance by You of your obligations under the Contract; or

d) any failure to install the Goods / Product in accordance with their applicable installation instructions and manuals provided with the Goods or to operate the Goods / Product in accordance with their applicable operation instructions and manuals provided with the Goods / Product, or in connection with the negligence of You or any third party including in relation to the installation or operation of the Goods / Product.

16) Further Assurances: Each party agrees that it will do all acts reasonably necessary to give effect to this Agreement, and will refrain from doing any acts that would inhibit performance of this Agreement.

17) Governing Law: The Agreement is governed by the laws of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales

18) Waivers: A failure or delay in the exercise, or partial exercise, of a right arising from a breach of the Agreement does not result in a waiver of that right. A waiver of any term or condition of this Agreement is only valid if waived in writing and signed by Sachr Sign Co.

19) Variation of Agreement: A variation of any term of the Agreement must be in writing and signed by the parties. For the avoidance of doubt, this clause does not apply to Variations to the Products, Goods and/or Services.

20) Severability: If any provision of the Agreement is held invalid, unenforceable or illegal for any reason, the Agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.