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E-mail Address

contact@polysynthesis.au

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TERMS OF ENGAGEMENT: GOODS AND SERVICES 

  1. TERMS OF ENGAGEMENT: GOODS AND SERVICES 

    1. In consideration for the payment of the fees set out in the Key Details (Fees), Poly Synthesis will provide the Client with goods set out in the Key Details (Goods) or services set out in the Key Details (Services).

    2. The Client is responsible for confirming that the Key Details accurately specify (if applicable):

      1. the quantity and specifications of the Goods and/or Services required; and

      2. the agreed Fees, other rates, Delivery Date and/or Installation Date.

    3. Poly Synthesis endeavours to ensure that the descriptions and specifications in relation to the Goods on its website or in catalogues are accurate. However, photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, descriptive literature or a catalogue are based on information provided by suppliers and, as such Poly Synthesis does not guarantee that those descriptions and specification are accurate or free from errors or omissions, except to the extent required by applicable law. Poly Synthesis reserves the right to make any necessary corrections to the descriptions or specifications without notice.

    4. Poly Synthesis may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

    5. The Service Milestones set out in the Key Details in relation to the Services are indicative only and are included as a guide for how and when the Services are expected to be performed.

    6. Poly Synthesis may, due to various reasons beyond its control, need to make reasonable adjustments to the Service Milestones, in which case clause 7 will apply.

  2. CLIENT OBLIGATIONS

    1. (General) The Client must provide Poly Synthesis with all documentation, information and assistance reasonably required for Poly Synthesis to perform the Services.

    2. (Liaison) The Client agrees to liaise with Poly Synthesis as it reasonably requests for the purpose of enabling Poly Synthesis to provide the Goods or the Services.

    3. (Ownership) The Client warrants that it is the owner of the Site or has obtained authority from the owner/s of the Site for the Services to be performed on the Site.

    4. (Access to Site) The Client agrees to provide Poly Synthesis with access to the Site and the Client’s personnel, to the extent reasonably required by Poly Synthesis to deliver the Goods or perform the Services.

    5. (Permits) The Client warrants that they hold valid licences or are otherwise permitted to own and use the Goods, and to have the Goods installed at the Site (Permits). Poly Synthesis reserves the right to request proof of such Permits, cancel any Key Details in the absence of such Permits and charge administration fees if orders are placed for Goods where the Client does not hold such Permits.

    6. (WH&S) The Client must ensure that the Site complies with Work Health and Safety standards and is otherwise in a suitable condition for Poly Synthesis personnel to perform the Services.

  3. supplied information

    1. Accuracy of Supplied Information

      1. Poly Synthesis will rely on the accuracy of any engineering reports, plans, designs, specifications and other information provided by the Client (Supplied Information). The Client acknowledges and agrees that if any Supplied Information is inaccurate, Poly Synthesis accepts no responsibility for any loss, damages, or costs resulting from any inaccurate Supplied Information.

      2. Where the Client provides measurements or quantities of Goods required, the Client shall be responsible for verifying the accuracy of such measurements and quantities. The Client must ensure the accuracy or all measurements and quantities before an order is placed. Poly Synthesis accepts no responsibility for any loss, damages, or costs however resulting from the Client’s failure to comply with this clause.

    2. INTELLECTUAL PROPERTY

      1. The Client guarantees that it is the author or holder of all Intellectual Property Rights in the Supplied Information and that such Supplied Information does not infringe the Intellectual Property Rights of any third parties. The Client undertakes to indemnify Poly Synthesis against any claims for breach of Intellectual Property Rights by third parties. The Client will retain ownership of any Supplied Information and it will be returned to the Client on completion of the Services. The Client grants Poly Synthesis a license to use the Intellectual Property Rights to provide the Goods and/or Services.

      2. All Service Provider IP and Developed IP existing in Goods or Services, including their designs, layout, size, materials and craftmanship approach, are retained by or immediately vest in (as applicable) Poly Synthesis as those rights are created.

Definitions 

For the purposes of this clause 3:

  1. Developed IP” means any materials produced by Poly Synthesis in the course of providing Services or Goods including documentation, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with you or others, and any Intellectual Property Rights attaching to those materials.

  2. Service Provider IP” means all materials owned or licensed by Poly Synthesis that is not Developed IP and any Intellectual Property Rights attaching to those materials.

  3. Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, confidential information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered.

  1. GOODS

    1. (Delivery details) The Client must provide Poly Synthesis with all relevant delivery details when completing the Key Details, including by providing the delivery address, details of the space in which the relevant Goods are to be dropped or installed, details of any obstacles to such Goods’ installation and any other details which we reasonably ought to be aware of in order to deliver and/or install the relevant Goods.

    2. (Delivery costs) For Goods to be delivered, Poly Synthesis may charge you for delivery at any time (notwithstanding that it may not have previously done so). Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by Poly Synthesis. Poly Synthesis reserves the right to increase delivery costs where a change in circumstances results in increased delivery costs.

    3. (Independent delivery) If the Client organises delivery independently of Poly Synthesis, Poly Synthesis shall not be held liable for non-delivery, lateness of delivery or loss or damage of Goods during transit.

    4. (Damage in transit) Unless Poly Synthesis is delivering the Goods, Poly Synthesis shall not be liable for loss of or damage to Goods in transit and the Client must make all claims for such loss or damage against the carrier. Poly Synthesis encourages the Client to take out insurance to protect itself for loss of or damage to Goods in transit.

    5. (Instalments) Poly Synthesis may, at its discretion, deliver the Goods to the Client in any number of instalments.

    6. (Redelivery costs) The Client agrees that it must pay reasonable redelivery costs (as reasonably specified by Poly Synthesis and invoiced to the Client) if redelivery is necessary to complete delivery or installation of Goods, and if the original failed delivery or installation was caused or contributed to by the Client not providing Poly Synthesis with sufficient details in accordance with clause 4(a) above.

    7. (Shipping) All delivery times provided to the Client are estimates only and are subject to postal delays and reasons beyond Poly Synthesis’s control. Poly Synthesis does not warrant or make any representation that the Client’s order will be delivered within the times indicated. Poly Synthesis will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.

    8. (Client obligations) Where Poly Synthesis provides Goods, the Client agrees to:

      1. co-operate with Poly Synthesis in receiving such Goods;

      2. provide Poly Synthesis with all documentation, information and assistance reasonably required for the Poly Synthesis to deliver the Goods;

      3. liaise with Poly Synthesis as it reasonably requests for the purpose of enabling Poly Synthesis to deliver the Goods; and

      4. pay Poly Synthesis for the Goods in accordance with clause 6.

    9. (Third Party Terms) any service that requires Poly Synthesis to acquire goods and services supplied by a third party on your behalf may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ policies, and you agree to any Third Party Terms.

  2. INSTALLATIONS

    1. INSTALLATION DATES

      1. Poly Synthesis will be entitled to change the Installation Date:

        1. by giving the Client 2 days’ notice; or

        2. on the date of the installation, if weather conditions, lack of access or other circumstances beyond Poly Synthesis’s control, do not permit the Services to be carried out.

    2. INSTALLATION REQUIREMENTS

      1. On the Installation Date, the Client must:

        1. be present at the Site and, if reasonably requested by Poly Synthesis, remain there while the installation is being carried out;

        2. provide access to all personnel, equipment and vehicles reasonably required to carry out the installation;

        3. ensure that the Site is clean and ready for Poly Synthesis to carry out the Services; and

        4. if the Client is not at the Site on the Installation Date and/or the Site is not clean and ready, Poly Synthesis will be entitled to charge the Client a call-out fee for each member of Poly Synthesis’s personnel who were booked to attend the Site.

    3. DAMAGE

      1. The Client acknowledges the installation might occasion minor damage to the Site. Where such damage occurs, Poly Synthesis will use its best endeavours to repair the damage however will not be liable for any minor damage or for damage arising out of any pre-existing conditions of the Site.

      2. Where the Client incurs costs repairing any damage to the Site occasioned during the installation, whether by employing third parties to conduct repairs or otherwise, Poly Synthesis will not be liable for such costs, unless Poly Synthesis agrees to remedy such damage in advance in writing.

    4. CLIENT OBLIGATIONS

      1. Where Poly Synthesis provides Services (including installation services), the Client agrees to:

        1. co-operate with Poly Synthesis in receiving the Services;

        2. provide Poly Synthesis with all documentation, information and assistance reasonably required for the Poly Synthesis to provide such Services;

        3. liaise with Poly Synthesis as it reasonably requests for the purpose of enabling Poly Synthesis to provide the Services; and

        4. pay Poly Synthesis for the Services in accordance with clause 6.

  3. PAYMENT

    1. FEE SCHEDULE AND RISE AND FALL

      1. Subject to clause 6.1(b), the indicative prices for the Goods or Services, for the purposes of calculating the Fees payable under the Key Details, are set out in the Fee Schedule.

      2. Poly Synthesis may, in its absolute discretion, vary the Fees payable and/or the Fee Schedule on the basis of the rise and fall of then current best available commercial rates, including considering the cost of labour and materials (Rise and Fall).

      3. If Poly Synthesis varies the Fees payable and/or Fee Schedule, Poly Synthesis will issue written notice to the Client with notifying them of the variation. The Client acknowledges and agrees that:

        1. it is reasonable and necessary for Poly Synthesis to vary the Fee Schedule and/or the Fees from time to time to maintain market competitiveness and financial viability; and

        2. the Client will not have any right to refuse the delivery or payment of Goods or Services where such variations are made to the Fees and/or to the Fee Schedule.

    2. FEES

      1. The Client must pay to Poly Synthesis Fees in the amounts and at the times set out in the Key Details or as otherwise agreed in writing.

      2. For payments relating to Services, such payments will become payable on completion of each Service Milestone. An invoice will be issued after completion of each Service Milestone and payment will be in accordance with the invoice. The Client acknowledges and agrees that Poly Synthesis may cease further works until the Client has paid any Fees owing in respect a Service Milestone.

      3. For payments relating to Goods, payment will be due 24 hours prior to the date of dispatch. The Client acknowledges and agrees that Poly Synthesis may withhold delivery of the Goods until it has received payment in full.

    3. INCORRECT PRICING

      1. The Client acknowledges that despite Poly Synthesis’s reasonable precautions, Goods may be listed at an incorrect price, or with incorrect availability and/or other information, due to typographical errors and/or oversight. In such circumstances, Poly Synthesis reserves the right to substitute the Goods with a comparative product, if agreed by the Client or terminate this agreement for convenience in accordance with clause 15.1, even if the order has been paid for by the Client and previously accepted by Poly Synthesis.

    4. INVOICES

      1. Unless otherwise agreed in the Key Details:

        1. if Poly Synthesis issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and

        2. in all other circumstances, the Client must pay for all goods and services within 7 days of receiving an invoice for amounts payable.

    5. PAYMENT METHOD

      1. The Client must pay Fees using the fee payment method specified in the Key Details.

    6. EXPENSES

      1. Unless otherwise agreed in writing, any third party costs incurred by Poly Synthesis in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Key Details.

    7. GST

      1. Unless otherwise indicated, amounts stated in a Key Details do not include GST. In relation to any GST payable for a taxable supply by Poly Synthesis, the Client must pay the GST subject to Poly Synthesis providing a tax invoice.

    8. NON-REFUNDABLE

      1. To the maximum extent permitted under the Competition and Consumer Act 2010 (Cth), and unless otherwise agreed between the parties, all Fees (including the Deposit) paid by the Client to Poly Synthesis under this agreement are non-refundable.

    9. LATE PAYMENT AND DEBT RECOVERY

      1. If the Client does not pay an amount due under this Agreement on or before the date that it is due:

        1. the Client must pay Poly Synthesis interest at the rate of 10% per month on the amount due, calculated daily;

        2. Poly Synthesis may seek to recover the amount due by referring the matter to debt collectors;

        3. the Client must reimburse Poly Synthesis for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these terms; and

        4. the Client authorises Poly Synthesis, its employees and agents to enter any premises occupied by the Client or any other place where Goods are located and use reasonable force to retake possession of the Goods without liability for trespass or any reasonable damage.

        5. the Client may be required to pay all invoices owing, in order to reinstate supply on their account (if applicable).

  4. VARIATIONS

    1. (Variation by Client) If the Client requires any change, amendment or variations to the Goods, Services or the Key Details (Client Variation), the Client must notify Poly Synthesis as soon as possible after the Client becomes aware of the need for the Client Variation.

    2. Once notified, existing works will cease and Poly Synthesis may issue an additional quote or adjust the Fees for any additional Goods or Services required to perform the Client Variation.

    3. If:

      1. the additional quote or adjusted Fee is accepted by the Client, then Poly Synthesis will perform the Client Variation and make any changes relevant to the Goods and/or Services; or

      2. the additional quote or adjusted Fee is not accepted by the Client, then Poly Synthesis will not perform the Client Variation and will otherwise continue performing the Services or providing the Goods as set out originally in the Key Details.

    4. (Variation by Poly Synthesis) If during the performance of the Services Poly Synthesis requires any change, amendment or variations to the Goods and/or Services, including for example, additional Goods, (Poly Synthesis Variation), Poly Synthesis will notify the Client as soon as possible after becoming aware of the need of the Poly Synthesis Variation.

    5. Once notified, all works will cease while the Client determines whether it will accept or reject the Poly Synthesis Variation.

    6. If the Client:

      1. accepts the Poly Synthesis Variation, then Poly Synthesis will perform the Poly Synthesis Variation and make any changes relevant to the Goods and/or Services. The Client agrees to pay for any additional goods or services at the price set out in the Poly Synthesis Variation; or

      2. rejects the Poly Synthesis Variation then Poly Synthesis will not perform the Poly Synthesis Variation and will otherwise continue performing the Services or providing the Goods as set out originally in the Key Details and the Client accepts that it will not make any claim against any issues, defects or failures in Poly Synthesis to perform the Services or provide the Goods that was associated with the Poly Synthesis Variation.

    7. Unless otherwise agreed in writing, Poly Synthesis may at its discretion extend or modify any delivery schedule or deadlines for the Goods or Services as may be reasonably required by a variation under this clause.

  5. TITLE AND RISK

    1. Until the price of Goods is paid in full, title in those Goods is retained by Poly Synthesis.

    2. Risk in the Goods will pass to the Client on delivery or on completion of purchase.

    3. If the Client fails to take the Goods after the Client has completed the purchase, Poly Synthesis may, at its option, keep or resell the Goods provided that Poly Synthesis provides the Client with a full refund (excluding any credit card surcharges or other transaction fees).

    4. If the Client does not pay for any Goods on the due date for payment, the Client authorises Poly Synthesis, its employees and agents to enter any premises occupied by the Client or any other place where the Goods are located and use reasonable force to retake possession of the Goods without liability for trespass or damage.

    5. Poly Synthesis may at its option keep or resell Goods retaken from the Client.

    6. If the Client sells Goods or sells items into which Goods are incorporated before payment in full to Poly Synthesis, the Client acknowledges that such sale is made by the Client as bailee for and on behalf of Poly Synthesis, to hold the proceeds of sale on trust for Poly Synthesis, in an account in the name of Poly Synthesis, and must pay that amount to Poly Synthesis on demand.

  6. DEFECTIVE GOODS AND ACCEPTANCE

    1. DEFECTIVE GOODS

      1. Where the Client considers that any Goods provided by Poly Synthesis are defective, the Client must, within a reasonable time of receiving the Goods, inform Poly Synthesis of that fact in writing.

    2. CLIENT’S OBLIGATIONS

      1. Where Goods are the subject of a notice under clause 9.1:

        1. the Client must, at Poly Synthesis’s option:

          1. leave the Goods in the state and condition in which they were delivered until such time as Poly Synthesis or its duly authorised agent has inspected the Goods; or

          2. send Poly Synthesis photographs, descriptions or other material evidencing the defects in the Goods at contact@polysynthesis.au;

        2. Poly Synthesis will inspect the Goods and/or evidence of defects in the Goods within a reasonable time after notification by the Client; and

        3. if paragraph 9.2(a) is not complied with, the Client will be taken to have accepted the Goods and Poly Synthesis will be entitled to the price for the Goods set out in any Key Details.

    3. CALL-OUT FEE

      1. Poly Synthesis reserves the right to charge the Client a call out fee, if upon inspection of the Goods in accordance with clause 9.2(a)(i), Poly Synthesis determines that the Goods are not defective in accordance with clause 9.5.

    4. REPAIRS OR REPLACEMENTS OF DEFECTIVE GOODS

      1. Subject to clause 13, if, upon inspection, in the reasonable opinion of Poly Synthesis:

        1. the Goods are defective; and

        2. the Goods were not damaged by the Client and/or the Client did not fail to take reasonable steps to prevent the Goods from becoming damaged; or

        3. the Goods are otherwise not in conformity with the Key Details, then at the discretion of the Client, Poly Synthesis will:

          1. replace the Goods or supply the equivalent of the Goods;

          2. repair the Goods;

          3. pay the Client the cost of replacing the Goods or acquiring equivalent Goods; or

          4. pay the Client the cost of having the Goods repaired.

    5. GOODS CONSIDERED NOT TO BE DEFECTIVE

      1. If, upon inspection, in the reasonable opinion of Poly Synthesis:

        1. the Goods are not defective; or

        2. the Goods are defective due to an act or omission of the Client, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care by the Client; and

        3. the Goods are otherwise in conformity with the Key Details, Poly Synthesis will refuse the Client’s return, the Client will be taken to have accepted the Goods and Poly Synthesis will be entitled to the price for the Goods set out in any Key Details.

    6. ACCEPTANCE

      1. Except where notice has been given in accordance with clause 9.1, acceptance of the Goods is deemed for all purposes to have taken place:

        1. when the Client makes known to Poly Synthesis that it has accepted the Goods;

        2. when the Client, after delivery of the Goods, does any act in relation to them which is inconsistent with Poly Synthesis’s ownership of the Goods; or

        3. upon the expiry of seven days from the date of delivery, whichever first occurs.

    7. WEAR AND TEAR

      1. Goods that have been subject to regular wear and tear will not be considered to be defective.

  7. ACCREDITATIONS

    1. Unless otherwise agreed in writing:

      1. all displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must, if requested by Poly Synthesis, bear an accreditation and/or a copyright notice including Poly Synthesis’s name in the form, size and location as directed by Poly Synthesis; and

      2. Poly Synthesis retains the right to describe the Services and reproduce, publish and display the Deliverables in Poly Synthesis’s portfolios and websites for the purposes of marketing, recognition or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.

  8. THIRD PARTY GOODS AND SERVICES

    1. Any Service that requires Poly Synthesis to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including ‘no refund’ policies.

    2. The Client agrees to familiarise themselves with any Third Party Terms applicable to any such goods and services supplied and, by instructing Poly Synthesis to acquire the goods or services on the Client’s behalf, the Client will be taken to have agreed to such Third Party Terms.

  9. CONFIDENTIALITY

    1. Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.

    2. This clause 12 does not apply to:

      1. information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);

      2. information required to be disclosed by any law; or

      3. information disclosed by Poly Synthesis to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

  10. WARRANTIES

    1. To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this Agreement or in the Key Details are excluded.

    2. Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

  11. LIABILITY

    1. (Liability) To the maximum extent permitted by applicable law, Poly Synthesis limits all liability in aggregate of all claims to the Client (and any third parties who encounter the services or goods through the Client’s business) for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any Good or Service by Poly Synthesis to:

      1. if the liability relates to the Services, the amount paid for the Services; or

      2. if the liability relates to a Good, to the amount paid by the Client for the Good in the 12 months preceding the date giving rise to the liability.

    2. (Indemnity) The Client indemnifies Poly Synthesis and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the Goods or Services through the Client’s business) arising from the Client’s or the Client’s employee’s, client’s, contractor’s or agent’s:

      1. breach of any term of this agreement;

      2. negligent, wilful, fraudulent or criminal act or omission; or

      3. use of any goods or services provided by Poly Synthesis.

    3. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Poly Synthesis be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Poly Synthesis (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).

  12. TERMINATION

    1. TERMINATION FOR CONVENIENCE

      1. Either party may end this agreement for no reason, by providing notice to the other party.

      2. This agreement will end 10 business days after the day the notice is sent (the End Date).

      3. On the End Date, Poly Synthesis will provide an invoice to the Client for:

        1. any Fees for services already performed up to the End Date (including services performed to prepare not yet completed deliverables);

        2. any pre-approved third party costs Poly Synthesis has incurred on the Client’s behalf up to the End Date; and

        3. if terminated by the Client, Poly Synthesis’s pre-estimated genuine losses as a result of the Client ending this agreement, being: the equivalent of 5 days (as per site day rates in our schedule of fees) per project member.

        4. The Client will pay the Outstanding Amounts to Poly Synthesis on the End Date, unless otherwise agreed in a written payment plan between the parties.

      4. Once the Outstanding Amounts have been paid, Poly Synthesis will hand over any completed deliverables.

      5. If Poly Synthesis terminates this agreement pursuant to this clause, Poly Synthesis will make reasonable efforts to handover the remaining scope of Services to the Client.

    2. TERMINATION FOR BREACH

      1. If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party.

      2. The notice must include the nature and details of the Breach, with reference to the relevant clause/s of this agreement. The Notifying Party may, if it wishes to do so, make suggestions for resolving the Breach.

      3. The other party will have 10 business days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).

      4. After the Rectification Period, the Notifying Party will:

        1. if the Breach has been successfully rectified, notify the other party that the agreement will continue; or

        2. if the Breach has not been successfully rectified, notify the other party that this agreement is terminated (Termination for Breach Notice).

      5. Following a Termination for Breach Notice, the parties will stop all work under this agreement unless otherwise agreed.

      6. Any disputes regarding termination under this clause must be dealt with in accordance with clause 16. The indemnities, warranties and liability caps in clause 14 will apply to any disputes and resulting claims. Any pre-estimated losses in clause 15.1(c)(iii) will not limit or otherwise effect Poly Synthesis’s rights under this agreement, at law or otherwise in equity; Poly Synthesis’s losses resulting from the Client’s breach are likely to far exceed its losses resulting from termination for the Client’s convenience.

    3. OTHER CONSEQUENCES FOR TERMINATION

If this agreement ends, in addition to the specific consequences set out in clause 15.1 or 15.2 (as applicable), the parties will:

  1. return all property and Confidential Information to the other party; and

  2. comply with all obligations that are by their nature intended to survive the end of this agreement.

  1. SURVIVAL

    1. Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.

  1. DISPUTE RESOLUTION

    1. If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.

    2. The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).

    3. The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.

    4. If mediation does not resolve the issue, the parties must:

      1. if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and

      2. based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.

    5. The parties will follow the binding outcome of arbitration (or other agreed mechanism).

    6. Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.

    7. The process in this clause does not apply where a party requires an urgent injunction.

  2. FORCE MAJEURE

    1. A ‘Force Majeure Event’ means any occurrence beyond the control of the Affected Party which prevents the Affected Party from performing an obligation under this agreement (other than an obligation to pay money), including any:

      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

      2. strike or other industrial action;

      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

      4. decision of a government authority in relation to COVID-19, or other epidemic or pandemic, to the extent the occurrence affects the Affected Party’s ability to perform the obligation.

  1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

    1. reasonable details of the Force Majeure Event; and

    2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.

  2. Subject to compliance with clause 17(b), the relevant obligation will be suspended during the Force Majeure Event to the extent that the obligation is affected by the Force Majeure Event.

  3. The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible and resume performing the relevant obligation.

  1. NOTICES

    1. Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out in the Key Details and the email’s subject heading must refer to the name and date of this agreement.

    2. If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.

    3. The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.

  2. GENERAL

    1. GOVERNING LAW

      1. This Agreement is governed by the law applying in Queensland, Australia.

    2. JURISDICTION

      1. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    3. ASSIGNMENT

      1. A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).

    4. RELATIONSHIP

      1. Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between Poly Synthesis and the Client or any of their respective employees, agents or contractors.

      2. Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.

    5. AMENDMENTS

      1. This Agreement may only be amended by a document signed by each party.

    6. WAIVER

      1. No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    7. FURTHER ACTS AND DOCUMENTS

      1. Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.

    8. ENTIRE AGREEMENT

      1. This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.

Fee Schedule – this is attached all our quotes, invoices and other documentation. A copy can be requested from contact@polysynthesis.au