1 THE PARTIES 1.1 Communications Design & Management Pty Limited (ABN 15 053 788 720) herein shall be referred to as “CDM”. 1.2 The CDM Authorised Representative is the named “Issued By” CDM employee as listed upon the Quotation. 1.3 The “Customer” is the named “Requested By” person or organisation as listed upon the Quotation. 2 PROPRIETARY NATURE OF QUOTATION 2.1 The Quotation is prepared for the sole and exclusive use of the Customer in evaluation of the CDM offer and may not be made available to any other person or Party without the prior written authorisation of the CDM Authorised Representative. 2.2 The Laws of New South Wales shall apply to the Quotation. 2.3 All rights reserved. No part of the Quotation may be reproduced or transmitted in any form by any means electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system, except as may be permitted in writing by the CDM Authorised Representative. 2.4 The contents, design, solutions and plans contained in the Quotation represent the intellectual property of CDM. All rights are reserved, except as may be granted to the addressee in writing, by the CDM Authorised Representative. 3 TERMS AND CONDITIONS 3.1 The Parties agree, no condition under the Quotation or the associated acceptance will be considered waived or varied unless expressly agreed in writing between the Parties. 3.2 The Parties agree the acceptance of the Quotation occurs when CDM receives a Customer authorised Quotation Acceptance and/or Purchase Order. 3.3 Acceptance of the Quotation by the Customer is acceptance of these Terms and Conditions as the sole conditions of contract to the exclusion of any supplied document or proposal. Modification of these conditions expressed in any document of the Customer shall not apply to the Quotation unless expressly accepted in writing by the CDM Authorised Representative. 3.4 The Quotation is based on the acceptance of all itemised line items and may be subject to change in the event that component/s only are selected. 3.5 CDM shall not, under any circumstances, be liable upon a claim or action in contract, tort, indemnity or contribution, or other claims relating to the products it sells. CDM shall not be liable for third party claims for damages against the customer, or for malfunction, delays, interruption of service, loss of business, loss or damage to exemplary damages, whether or not CDM has been made aware of the possibility of such claims or damages. 4 VALIDITY PERIOD 4.1 The Quotation is valid for fourteen (14) days from the Date Issued (“Validity Period”). 4.2 The Validity Period may be extended by CDM on request from the Customer; however, any extension will only apply following confirmation in writing by CDM. 4.3 The Customer should note that the details, including pricing, of any Quotation accepted after the nominated expiry date may vary at the discretion of CDM. 5 BASIS OF PRICE 5.1 Line Item prices exclude Goods and Services Tax (“GST”) and are listed in Australian Dollars (AUD). 5.2 Prices may be subject to variation without notice due to variables such as exchange rate fluctuations. 5.3 The Quotation is issued in good faith based upon the provision of accurate and complete information being supplied by the Customer. 5.4 Should such information prove to be inaccurate or incomplete then CDM reserves the right to reassess the Quotation based on the correct information. 5.5 Where the Quotation indicates INDICATIVE BASIS ONLY, the Customer shall not regard such pricing as forming a firm or binding contract or arrangement between the Parties and therefore, CDM will not be obliged to maintain the pricing regimes detailed with Quotation. 5.6 Payment made by Credit Card will attract a 3% surcharge. 6 PAYMENT TERMS 6.1 If not already provided with the Quotation Acceptance, the Customer is required to issue a Purchase Order within fourteen (14) days of executing the Quotation Acceptance, in a format acceptable to CDM. The lead time for provision of the Purchase Order may be varied subject to agreement in writing between the Customer and CDM. 6.2 CDM invoices for services in arrears throughout the month at the rates specified in the Quotation. Invoicing for services shall commence on a pro rata basis from the date on which CDM incurs a Third Party charge on behalf of the Customer or from the date the services commence or are handed over to the Customer by CDM, whichever occurs first. 6.3 The terms of payment are net thirty (30) days from Date of a correctly rendered Tax Invoice. 7 FORCE MAJEURE 7.1 The obligations of CDM under the Quotation will be suspended in circumstances where CDM is hindered or prevented from complying with its obligations due to any cause whatsoever not within or under the sole control of CDM. 8 VARIATIONS TO QUOTATION 8.1 Variation to the Quotation can only occur when the CDM Authorised Representative signs a CDM Quotation Amendment Form. 8.2 Acceptance of the Variation to the Quotation occurs when the Customer signs the CDM Quotation Amendment Form and the CDM Authorised Representative receives the signed CDM Quotation Amendment Form. 9 PROFESSIONAL SERVICES 9.1 Third Party resale of CDM Professional Services is not permitted unless authorised in writing by the CDM Authorised Representative. 9.2 Unless otherwise specifically stated within the Quotation, CDM will review its Professional Services prices on an annual basis or such other time or basis (or both) as CDM considers appropriate. The key review parameters include but shall not be limited to: 9.2.1 Services price/s to CDM from Third Party Suppliers; 9.2.2 Labour costs, State or Federal Awards; and 9.2.3 Labour Price Index (LPI) variations. 9.3 Where the Quotation includes a Professional Services (“labour”) component: 9.3.1 CDM will complete the work to a good and tradesman like standard; 9.3.2 CDM will complete the work during business hours; and 9.3.3 The Customer must provide any Workplace Health and Safety requirements or information as required by relevant legislation and, prior to labour commencing, supply evidence of such to CDM’s satisfaction. 10 TRANSFER OF TITLE 10.1 Property (Title) and risk in the Goods will pass to the Customer upon full payment of the Tax Invoice. 11 PART SHIPMENT 11.1 No part shipment unless advised otherwise. 11.2 Part shipments will incur delivery fees per shipment.