These terms and conditions apply to all sales of services and goods by us to you and form part of any contract arising from the acceptance of your purchase order by us or our quotation by you.

If you require modification of these terms and conditions, we will include any agreed changes in your quotation.

If we replace these terms and conditions, we will notify you in writing.

1.          Quotations

1.1     Quotations remain valid for 30 days from receipt, but may be varied by us prior to your acceptance if the job requirements are amended.

1.2     Quotations do not include delivery or postage unless specified.  We require your written approval to charge postage incurred to your account with Australia Post.

1.3     Where we provide estimates of the cost of postage, they are based on our experience and Australia Post guidelines but cost may vary from the estimated amount included in the quotation.

1.4     Quotations may only be accepted as a whole.  If you require only component parts of a quote, we will quote the required parts separately.

2.          Variation and Additional Costs

2.1     Quotations are based on your requirements (including your delivery time requirements).  We will charge at current rates for any additional costs incurred or work required as a result of any variation to the quotation.

2.2     Our quotations are based on commencement of work within 3 months of your acceptance of our quotation.  If the work does not commence within this 3 month period, we may (by written notice) cancel the quote and re-quote the work.

2.3     The quoted prices are exclusive of GST. In addition to payment of the prices quoted, you must pay us an amount equal to any GST imposed on Taxable Supplies made by us to you.

2.4     Where materials supplied by you do not correspond with those upon which the quotation is based, we may treat the job as involving a variation of our quote.

2.5     Where we incur costs resulting from delays caused by poor quality or a shortage of inserts or other materials to be provided by you (including shortage due to allowed spoilage) we may charge you at our current rates.

2.6     You may cancel an order at any time by notice in writing, but you remain liable for all work performed and materials supplied to you or acquired by us for you prior to cancellation, at our current rates.

2.7     We may charge for the handling or storage of materials supplied by you or on your behalf.

3.          Payment

3.1     You must pay all invoices within 14 days of the date of the invoice.

3.2     Accounts for any postage incurred by us in providing services to you must be paid within 7 days of the date of the invoice.

4.          Retention of Title

4.1     Any materials we supply remain our sole and absolute property as legal and equitable owner, and the property in and title to the materials shall not pass to you, until you have paid us in full for those materials, and for any services we supply in respect of or utilising those materials, and for all other goods we supply.

5.          Warranties

5.1     Subject to any spoilage within the allowance referred to in 2.5 above, we warrant that we will provide services to you with due care and skill and that any goods supplied in connection with the services will be free from defects in design, materials and workmanship, and will be of merchantable quality.

5.2     You must notify us of any defects in the goods and/or services we provided within 7 days from the date of provision of the goods and/or services.

6.          Third Party Claims

6.1     You indemnify us and must keep us indemnified against any and all liability, damages and costs (including any legal costs incurred by us on an indemnity basis) resulting from any legal claim or action brought against us by a third party in respect of or arising out of goods and/or services provided to or work performed for you by us in accordance with your specifications.

7.          Intellectual Property

7.1     We will acquire no intellectual property rights in your data or material provided to us by you, and we will not copy, adapt or modify any such data or material except to the extent required for us to properly perform services for you. The intellectual property subsisting in any software or other material developed by us for providing services and/or goods to or for you, will be owned by us provided that you will have a non-exclusive royalty-free license to use that software or other material to the extent necessary to enable you to use the services and/or goods provided by us.

8.          Confidentiality

8.1     We will maintain the confidentiality of all data and other information supplied by you, except to the extent that such data or information:

  •  was known to us prior to its communication by you; or
  •  is or comes into the public domain otherwise than through any default of ours.

9.          Right to Refuse to Perform Work

9.1     We reserve the right to refuse to perform any job which in its opinion may breach or infringe upon the rights of any third party in any way, provided that notice of such refusal is promptly communicated to you.

10.        Holding and Storage

10.1   You shall bear the risk of, and will be responsible for the insurance of all inserts, printing stock, electronic media or other material which you provide to us to enable us to supply services and/or goods to you.

11.        Termination

11.1   Both parties may, by written notice to the other, immediately terminate any contract for the supply of services and/or goods if:

  •  the other materially breaches any of its obligations under these Terms and Conditions and fails to rectify the breach within 14 days of being required in writing to do so;
  •  the other (being an individual) becomes bankrupt;
  •  an order is made or an effective resolution is passed for the winding up of the other or for the appointment of a receiver or manager of the other or its property or assets or any part of them.

12.        Liability

12.1   SEMA Operations Pty Ltd’s liability is limited to the amount paid by the customer for the services which are the subject of any claim against SEMA Operations Pty Ltd.

13.        General

13.1   The fact that we fail to do, or delay in doing, something we are entitled to do under these Terms and Conditions, does not amount to a waiver of any of our rights.

13.2   You must pay us interest on all overdue payments due to us under these terms and conditions at the Indicator Benchmark Rate – Business (or its successor) from time to time charged by National Australia Bank, plus 3% per annum, calculated on daily rests from and including the due date to and including the date of payment.

13.3   The law of New South Wales governs this Agreement.  Each of us submits to the non-exclusive jurisdiction of the New South Wales courts.