Updated 31-08-2023
Paraform Pty Ltd
www.paraform.com.au
ABN 86 653 278 123
Paraform Pty Ltd contract for the supply of Services and Goods
1. Recitals
A. The Client has engaged Paraform Pty Ltd to provide Product Development and Engineering Services (Services) and Custom Manufactured Goods (Goods).
B. The Paraform Pty Ltd has agreed to provide the Services and Goods pursuant to the terms and conditions contained in this Contract.
C. The Client agrees to pay Paraform Pty Ltd for the Services and Goods pursuant to the terms and conditions contained in this Contract.
2. Interpretation
2.1 Definitions. In these Conditions, the following definitions apply:
“Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in Victoria are open for business;
“Charges” means the charges payable by the Client for the supply of the Services and Goods in accordance with clause 9 of the Contract;
“Completion of the Project” means the Project has been completed pursuant to the
specifications outlined in the Quotation.
“Conditions” means the terms and conditions set out in this Contract.
“Contract” means the contract between Paraform Pty Ltd and the Client for the Services and Goods provided in accordance with these Conditions;
“Final Payment” means payment falling due 7 days after the Completion of the Project;
“Goods” means the Custom Manufactured Goods to be provided by Paraform Pty Ltd under the Contract as set out in the Quotation;
“Project” means the outcome of the Services and Goods set out in the Quotation;
“Project Stages” means the stages of work outlined in the Quotation;
“Services” means the Product Development Services to be provided by Paraform Pty Ltd under the Contract as set out in the Quotation;
“Substantial Breach” means failure by the Client to pay an invoice within 7 days or failure by Paraform Pty Ltd to deliver a Service or Good by an agreed date save for when an extension of time has been requested in writing. Timeframes provided are approximate and do not constitute an agreed date.
“Termination of the Contract” means the Contract has come to an end pursuant to a written termination notice being provided.
“Variation” means any change in relation to the Services and Goods and Charges under this Contract.
“Quotation” means the Quotation as provided by Paraform Pty Ltd.
2.2 Construction. In these Conditions, the following rules apply:
2.2.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2.2 A reference to a party includes its personal representatives, successors or permitted assigns.
2.2.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
2.2.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2.2.5 A reference to writing or written includes correspondence by email.
2.2.6 The Quotation to this Contract is incorporated into and form part of this Contract.
3. Basis of contract
3.1 Paraform Pty Ltd will provide the Services and Goods to the Client in consideration for the Client paying the Charges to Paraform Pty Ltd, subject to the provisions of this Contract.
3.2 These Conditions apply to the Contract to the exclusion of any other terms that either party seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.3 The execution of this Contract by each party constitutes an offer by Paraform Pty Ltd to provide the Services and Goods in accordance with these Conditions and an acceptance of that offer by the Client.
4. Supply of Services and Goods
4.1 Paraform Pty Ltd shall from the date of this Contract and until the Final Payment is delivered provide the Services and Goods to the Client in accordance with the terms of the Contract.
4.2 Paraform Pty Ltd is permitted to use other persons to provide some or all of the Services and Goods and Paraform Pty Ltd may, in its absolute discretion, choose such employees, agents or subcontractors as most appropriate to carry out the Services and Goods.
4.3 Paraform Pty Ltd may introduce the Client to third party suppliers or manufacturers who may enter into separate agreements with the Client. Paraform Pty Ltd may receive a commission, fee, or other form of compensation from Suppliers for referring clients to their products or services. The Client is under no obligation to engage with any Supplier recommended by the Paraform Pty Ltd.
5. No warranties
5.1 Each of the Parties acknowledges that, in entering into this Contract, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Contract. Any conditions, warranties or other terms implied by statute or common law are excluded from this Contract to the fullest extent permitted by law.
5.2 Paraform Pty Ltd will not be held liable or responsible for the quality of purchased Goods, components or services, assumed to be of a professional quality.
5.3 Where the Project and Services requires the manufacture of Goods, Paraform Pty Ltd will not be held liable for fixing or arranging the rectification of such Goods.
5.4 Paraform Pty Ltd is not liable for any damages resulting from delays in meeting quoted timelines. Clients acknowledge and accept the inherent uncertainties associated with project timelines when engaging with our services.
5.5 Paraform Pty Ltd will not be held liable for any costs or damages resulting from variations in quoted costs for Services or Goods deliveries.
6. Remedies
6. 1 If either party has committed a substantial breach of the Contract (the ‘Offending Party’), the other party (the ‘Affected Party’) must serve on the Offending Party a written notice specifying:
6.1.1 that it is a default notice under clause 6.1 of the Contract;
6.1.2 the alleged breach complained of;
6.1.3 that the Offending Party must rectify the alleged breach with 14 days or of the issue of the written notice or in the alternative show cause in writing why the Affected Party should not exercise a right referred to in Clause 6.2
6.2 In the event the Offending Party fails to remedy the defect within 14 days or in the alternative fails to provide a written notice showing cause to the Affected Party, then the Affected Party acting reasonably shall, without limiting any of its other rights or remedies, have the right to any one or more of the following remedies:
6.2.1 to terminate the Contract; and/or
6.2.2 to claim damages for any other costs, loss or expenses incurred by the Affected Party which are in any way attributable to the failure of the Offending Party to carry out its obligations under the Contract.
6.3 The rights and remedies of the Affected Party under these Conditions are in addition to its rights and remedies implied by statute and common law.
7. Reproduction and copyright
7.1 Paraform Pty Ltd retains rights to use the completed Project and any preliminary designs for the purpose of marketing of Paraform Pty Ltd, unless the Client expressly objects in writing. Any concepts that have not been chosen by the Client remain the property of Paraform Pty Ltd.
7.2 Paraform Pty Ltd assigns all rights whatsoever, including reproduction rights, in the design and concept to the Client upon payment of the Payment Stage during which such rights were created. For the avoidance of doubt, all intellectual property rights are assigned to the Client on payment of the relevant Payment Stage.
8. Client obligations
8.1 The Client shall:
8.1.1 only provide Paraform Pty Ltd with information, images, designs, photographs or illustrations which it owns or has permission to use;
8.1.2 provide such information, images, designs, photographs or illustrations to Paraform Pty Ltd as may reasonably be required or requested;
8.1.3 Check designs carefully for accuracy in all respects, including; form, material specifications, colour, printing, spelling and functionality, before the project is finalised or the designs are released for manufacturing or purchasing;
8.1.4 co-operate with Paraform Pty Ltd as may be reasonably required or requested; and
8.1.5 ensure that the Client’s staff and agents cooperate with and assist Paraform Pty Ltd.
8.2 The Client acknowledges that:
8.2.1 It is the responsibility to the Client to notify Paraform Pty Ltd of any errors in the design or text before the final design work or files are manufactured or purchased;
8.2.2 No refunds, re-manufacturing or repurchasing are available after the approved design work has been submitted to be manufactured or purchased if an error was included due to the Client’s oversight;
8.2.3 Colour and form variations will occur in final manufactured and purchased good when compared with a screen view and previous orders; and
8.2.4 Paraform Pty Ltd is not responsible for errors caused by third party suppliers.
9. Price and payment
9.1 Subject to clauses 9.4 and 9.5, the Charges for the Services and Goods shall be the price set out in the Quotation.
9.2 All quotations are valid for 14 days from the date of the quotation. A quotation not accepted within 14 days will be subject to review. All charges are quoted in Australian Dollars (AUD$).
9.3 Paraform Pty Ltd is entitled to vary the Charges if:
9.3.1 written notice is provided to the Client; and
9.3.2 The Client has authorised the Variation.
9.4 Paraform Pty Ltd is entitled to Charge for any additional concepts or work not outlined in the Quotation at an hourly rate determined by Paraform Pty Ltd.
9.5 Paraform Pty Ltd is entitled to recover all costs and expenses incurred in providing the Services and Goods. Paraform Pty Ltd will obtain approval from the Client before incurring such expenses.
9.6 Paraform Pty Ltd may issue the Client with Invoices at the commencement of each Project Stage,, unless otherwise agreed in writing.
9.7 The Client shall pay all invoices within 7 days of an Invoice being Issued in accordance with the terms of the relevant invoice. When making a payment, the Client must quote relevant reference numbers and the invoice number.
9.8 The Client may make progress payments if the parties agree in writing.
9.9 Any consideration specified as payable by one party to the other party under this Contract is expressed as exclusive of GST unless expressly stated otherwise. In addition to any consideration provided by one party to the other party in respect of a taxable supply under this Contract, the party liable to pay the consideration must pay at the same time to the other party a sum equivalent to the amount of GST payable on the table supply to which that consideration relates.
9.10 If the Client fails to make any payment due to Paraform Pty Ltd under the Contract by the due date set out in the Invoice, then Paraform Pty Ltd is entitled to cease the provision of any further Services and Goods (or any part thereof) until payment is made.
10. Indemnity
10.1 The Client must indemnify Paraform Pty Ltd (in full) against all costs, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by Paraform Pty Ltd as a result of or in connection with any claim made against Paraform Pty Ltd by a third party arising out of, or in connection with this Contract and/or the provision of the Services and Goods, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Client, its employees, agents or subcontractors.
10.2 Without limiting clause 10.1, the Client must also indemnify (in full) and hold Paraform Pty Ltd harmless from all claims, expenses, damages and losses (whether direct or indirect) arising from any unauthorised use of information, images, designs, photographs or illustrations or intellectual property provided by the Client.
10.3 Clause 10 shall survive Termination of the Contract.
11. Confidentiality
11.1 A party (“Receiving Party”) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business, its products or its Services and Goods which the Receiving Party may obtain.
11.2 The Receiving Party shall only disclose such confidential information to those of its employees, agents or subcontractors who need to know the same for the purpose of discharging the Receiving Party’s obligations under the Contract, and shall ensure that such employees, agents or subcontractors shall keep such information confidential. This clause shall survive termination of the Contract.
11.3 The provisions of this clause 11 shall not apply to any confidential information which:
11.3.1 is in or enters the public domain other than by breach of the Contract or other act or omissions of the Receiving Party;
11.3.2 is obtained by a third party who is lawfully authorised to disclose such information; and
11.3.3 is authorised for release by the prior written consent of the Disclosing Party.
11.4 Each party may disclose the other party’s confidential information as may be required by law, court order or any governmental or regulatory authority.
11.5 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Contract.
12. Termination
12.1 Paraform Pty Ltd or the Client may terminate this contract by written notice.
12.2 If this Contract is terminated before the completion of the Project all work completed to date will be Invoiced as ‘Work In Progress’ (WIP) and must be paid within 7 days.
13. Guarantee
13.1 In the event that the Client is a Company then every person who signs for and on behalf of the Company shall be personally liable for the due performance of the Client’s obligations under this Contract to the same extent as if he had signed as the Client and shall be deemed to have signed a Guarantee.