Cohesive Digital Signage Solutions - there's a whole lot more than meets the eye.
All goods and services (Products) supplied by Cohesive Pty Ltd (hereafter shown as Cohesive), its associated businesses and agents, otherwise shown as Cohesive are supplied on these terms and conditions. Unless otherwise agreed in writing by Cohesive, the Customer agrees that it will be bound by these terms and conditions. Cohesive is not bound by any terms and conditions contained in any document issued by the Customer.
(a) Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Customer’s order has been accepted by Cohesive.
(b) Cohesive shall not be bound by any condition attaching to the Customer’s order or acceptance of a Quotation and, unless such conditions are expressly accepted by Cohesive in writing, the Customer acknowledges that such conditions are expressly negated.
(c) Cancellation of an order can be made only with Cohesive's consent and upon terms that will compensate Cohesive against loss.
(d) Changed orders or briefing updates, amendments or changes requested by the Customer shall not be effective unless accepted in writing by Cohesive. The Customer shall be liable for any costs, expenses, and liabilities incurred by Cohesive in connection with any such change order.
(a) Quoted prices do not include GST.
(b) Cohesive, shall be entitled to vary the quoted price for the goods and services at any time prior to delivery if the cost to Cohesive of performing the contract is increased and Cohesive reserves the right to apply prices ruling at the time of providing the goods or services.
(c ) Where, subsequent to the Order being placed and accepted by Cohesive, the ‘project’ is delayed by action or inaction of the Customer, Cohesive may charge the Customer an adjusted price for additional costs and/or losses suffered by Cohesive.
- Terms of Payment
(a) The invoice amount for the goods and services, including deposit required in the quote, must be paid in full by the date specified in the invoice.
(b) The Customer is not entitled to withhold payment or make any deduction from the quoted price of the goods and services in respect of any set off or counterclaim.
(c) If the Customer fails to pay for any of the goods or services, Cohesive may in its absolute discretion, but without prejudice to any other remedy it may have, postpone the fulfillment of its obligations under this order or briefing and under any other order or briefing with this Customer until such payment is made and charge to the Customer any extra expense incurred thereby.
- Cancellation or Suspension of Orders
Except where the Customer has a statutory right of termination, orders accepted by Cohesive may not be cancelled either wholly or in part without the consent in writing of Cohesive.
(a) Any service or advice which may be offered by Cohesive, its servants or agents to the Customer or its agents, is rendered in good faith and Cohesive shall not be liable for any loss or damage arising therefrom.
(b) For the avoidance of doubt, Cohesive will be under no liability whatsoever to the Customer for any loss, injury or damage (including consequential loss, injury or damage) suffered or caused as a result of or arising out of any act or omission (whether negligent or otherwise) by Cohesive, its servants or agents or any other person in any way related to or arising out of the Quotation by Cohesive.
- Intellectual Property
All copyright, design right, and other intellectual property in any design, specification, process, method of working or other information relating to the Goods or Services (other than that provided by the Customer to Cohesive) shall vest for all time in Cohesive. Cohesive only grants to the Customer an irrevocable licence to use the Goods or Services for the specified project in accordance with the Customers brief.
Software is subject to the Licence terms of the software.
These General Terms and Conditions of Quotation shall constitute the entire agreement between Cohesive and the Customer and no terms, conditions, obligations or other provisions of any nature not contained in these General Terms and Conditions of Quotation shall be of any effect save for those in Cohesive’s Conditions of Sale. For the avoidance of doubt, these General Terms and Conditions of Quotation shall apply in all circumstances, including where the Customer validly accept this quotation or where the Customer and Cohesive otherwise proceed with carrying out work under the brief, whether or not the Customer, at any time and by any means, purports to impose its own terms and conditions.
- Governing Law of Contract
These General Terms and Conditions of Quotation and Sale are governed by, and are to be construed in accordance with, the laws of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of Queensland and any court hearing appeals from those courts.