- This Agreement applies to every contract for the sale of goods or services by Cymplexmedia to the Customer, unless Cymplexmedia agrees otherwise in writing.
- Any written quotation provided by Cymplexmedia to the Customer concerning the proposed supply of goods or services is: (a) valid for 30 days from the date of the quotation;
- not an offer to sell, and no order placed by the Customer in response to any quotation will bind Cymplexmedia unless and until such order is accepted by Cymplexmedia, acting in its absolute discretion.
- This Agreement is accepted by the Customer once the Customer places an order with Cymplexmedia for goods or services. No purported cancellation or suspension of an order (or any part of an order) by the Customer is binding on Cymplexmedia after that order has been accepted by Cymplexmedia.
- This Agreement is accepted by Cymplexmedia when Cymplexmedia confirms its acceptance of an order in writing or electronic means or provides the Customer with the goods or services. All quotations are subject to withdrawal or variation by Cymplexmedia at any time prior to Cymplexmedia’s acceptance of an order by notice in writing to the Customer.
- Prices quoted, whether in a price list, by written quotation or verbally, for the supply of goods and services, include GST (Goods and Services Tax) and any other taxes or duties imposed on or in relation to the goods and services. The Customer must pay such GST, taxes or duties.
- If needed, Pricing includes the cost of delivery of the goods to the Customer to any single metropolitan address in any capital city.
- Quotations are based on the cost of production prevailing at the date of the quotation, and are subject to variation on or after acceptance of any order placed in reliance upon such quotation, to meet any rise or fall in such costs incurred, including a request from the Customer to vary the order. Cymplexmedia will notify the Customer of any such variation.
- Cymplexmedia’s standard payment option is pre payment in full, prior to the commencement of any print work or services. Other payment terms may be offered at the discretion of Cymplexmedia and are subject to a satisfactory credit check.
- Cymplexmedia accept the following payment ways: telegraphic transfers (SWIFT), Western Union, Pay pal. And we do not accept cheque.
- Cymplexmedia may amend any payment terms upon giving written notice to the Customer.
- Until full payment in cleared funds is received by Cymplexmedia for all goods supplied by Cymplexmedia to the Customer:
- title and property in all goods remain vested in Cymplexmedia and do not pass to the Customer;
- the Customer must hold the goods as fiduciary bailee and agent for Cymplexmedia;
- the Customer must keep the goods separate from the Customer’s other goods and maintain Cymplexmedia’s labelling and packaging; and
- Cymplexmedia may without notice, enter any premises where Cymplexmedia suspects the goods may be and remove them,
notwithstanding that they may have been attached to other goods not being Cymplexmedia’s property, and for this purpose the Customer irrevocably licences Cymplexmedia to enter such premises and also indemnifies Cymplexmedia from and against all costs, claims, demands or actions by any party arising from such action.
- Any period or date for delivery of goods or provision of services is intended as an estimate only and is not a contractual commitment. Cymplexmedia will use its reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.
- If, through circumstances beyond Cymplexmedia’s control, Cymplexmedia is unable to effect delivery or provision of goods or services, then Cymplexmedia may cancel the Customer’s order (even if it has already been accepted) by notice in writing including electronic means to the Customer.
- Descriptions, illustrations and material contained in catalogue, price lists, brochures, leaflets, specification sheets or other descriptive materials:
(a) While every effort is made to ensure their accuracy, the descriptions, illustrations and material contained in any catalogue, price list, brochure, leaflet, specification sheets or other descriptive materials provided by Cymplexmedia to the Customer represent the general nature of the items described therein and do not form part of any order or agreement and do not constitute a representation or warranty made by Cymplexmedia.
(a) Cymplexmedia reserves the right to modify the design, drawings or specifications supplied to Cymplexmedia by the Customer which do not materially affect the quality or usage of the goods by the Customer, without notice.
(b) Cymplexmedia holds certification to the ISO 12647-2:2004 specifications for offset lithography and will ensure that jobs printed by Cymplexmedia have colour consistency and colour quality certified to these documented International standards. However, Cymplexmedia cannot ensure an exact match in colour or texture between the Customer’s artwork (including electronic graphic files or previously printed materials or any other materials supplied by the Customer) and the final delivered goods. The Customer acknowledges and accepts that there are acceptable levels of colour variation from print run to print run, from stock to stock, from back to front and between different printing processes.
(c) The Customer acknowledges that trimming may vary by up to 1 millimetre from the proof, specification or print job to print job and that such variation will not constitute a fault in the print job.
(a) Cymplexmedia will not be liable for any defect in the goods manufactured or supplied by Cymplexmedia which are based in whole or in part upon any designs, drawings or specifications supplied to Cymplexmedia by the Customer.
(b) Subject to clause 1(a), Cymplexmedia will not be liable for any defects, shortages, damage or non-compliance with the specifications in the Agreement unless the Customer notifies Cymplexmedia in writing with full details within 7 business days of delivery of the goods or provision of the services.
(c) If the Customer does not give the notice as required in clause 3(a), the Customer is deemed to have accepted the goods or services.
(d) Subject to clause 2(d), when any defects, shortages, claim for damage or non-compliance with the specifications in the Agreement is accepted, Cymplexmedia may, at its option, replace the defective or missing goods or re-supply the services.
(e) Cymplexmedia will not accept goods for return that have been altered in any way or have been used.
(f) Unless Cymplexmedia reasonably agrees that the defects, shortages, damage or non-compliance referred to in clause 1(a) is due to Cymplexmedia’s fault, the Customer must pay all freight charges associated with the return of goods.
- Any Cymplexmedia Materials (and the Intellectual Property subsisting in the Cymplexmedia Materials) provided to the Customer by Cymplexmedia in connection with the goods and services remains Cymplexmedia’s exclusive property and the Customer acknowledges that the Customer has no proprietary right or interest in the Cymplexmedia Materials or Cymplexmedia’s Intellectual Property.
- All Cymplexmedia Materials and Cymplexmedia’s Intellectual Property must be returned to Cymplexmedia on demand and the Customer must not:
(a) copy or disclose any Cymplexmedia Materials or Cymplexmedia’s Intellectual Property to any third party without Cymplexmedia’s express written consent;
(b) create, sell, manufacture or process any goods or services which use or take advantage of any Cymplexmedia Materials or Cymplexmedia’s Intellectual Property.
- Where the Customer provides its own materials, data or information including literary and artistic works (Client Materials) for use by Cymplexmedia to fulfil any order, the Customer warrants that:
(a) the Customer owns (or is licensed to use) the Client Materials and the Intellectual Property in those Client Materials; and
(b) the use of the Client Materials by Cymplexmedia will not infringe the Intellectual Property of any third party; and the Customer hereby grants Cymplexmedia a license to use the Client Materials and the Intellectual Property therein:
(c) for the purpose of fulfilling the Customer’s orders and providing the goods and services under this Agreement; and
(d) in Cymplexmedia’s promotional materials to indicate that the Customer is one of Cymplexmedia’s clients and to depict the quality and range of Cymplexmedia’s goods and services.
- The Customer indemnifies and agrees to keep Cymplexmedia indemnified against all liability, losses or expenses incurred by Cymplexmedia in relation to, or in any way directly or indirectly connected with, the use of the Client Materials by Cymplexmedia.
- All “works” and other subject matter in which copyright can subsist, and all data, information, materials and processes developed or created pursuant to this Agreement and any Intellectual Property therein:
(a) are hereby vested in Cymplexmedia as and when such rights are brought into existence;
(b) are agreed to be the absolute and exclusive property of Cymplexmedia; and
(c) to the extent necessary, are hereby assigned absolutely to Cymplexmedia.
- Except as specifically set out in this Agreement any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
- Cymplexmedia’s liability for:
(a) a breach by Cymplexmedia of any term of this Agreement;
(b) a breach by Cymplexmedia of any condition or warranty implied in this Agreement;
(c) the cancellation or suspension of supply of goods or services by Cymplexmedia; or
(d) any loss or damage suffered or incurred by the Customer or any third party howsoever arising under or in connection with this Agreement is limited to the replacement or the re-supply of the goods or the re-supply of the services.
- Cymplexmedia will not be liable for any indirect, special or consequential loss or damage suffered or incurred by the Customer or any third party, howsoever caused, including loss of turnover, profits, business or goodwill.
- Nothing in this Agreement is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
Cymplexmedia may, at its option, immediately terminate this Agreement upon notice in writing:
(a) in accordance with section non-payment by the Customer
(b) where the Customer has breached any term or warranty in this Agreement and fails to rectify such breach within 7 days of being provided with a notice from Cymplexmedia requesting such rectification;
(c) where the Customer is an individual, and the Customer becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally; or
(d) where the Customer is a corporation, and the Customer enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the Customer’s liquidation (including provisional liquidation), winding up or dissolution without winding up.
In this Agreement, unless the context clearly indicates otherwise:
(a) “Agreement” means this agreement entered into for the provision of goods or services by Cymplexmedia to the Customer and includes any document which varies, supplements, replaces, assigns or novates this agreement;
(b) “Customer” means the person to whom any quotation is made and shall include any person contracting or offering to contract with Cymplexmedia in accordance with this Agreement;
(c) “goods” means any goods provided to the Customer by Cymplexmedia or procured by Cymplexmedia for the Customer and includes printing proofs (both conceptual and final), and any printed material or artwork;
(d) “GST” means the Goods and Services tax as defined
(e) “Intellectual Property” means copyright, patents, designs or trademarks (whether registered or unregistered), rights in confidential information (including trade secrets and know how), and all other proprietary rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, whether conferred under statute, common law or equity;
(f) “services” means the provision by Cymplexmedia to the Customer of any services including design and printing;
(g) “Cymplexmedia” means Cymplexmedia Inc.
(h) “Cymplexmedia Materials” means all “works” and other subject matter in which copyright can subsist, and all data, information, materials, specifications and processes owned by or licensed to Cymplexmedia;
(i) a reference to legislation or a legislative provision includes any statutory modification, or substitution of that legislation or legislative provision;
(j) including and includes are not words of limitation