TERMS OF TRADING
Light Project Pty Ltd ACN 128 837 730
“Agreement” means these Terms of Trading between Light Project and the Customer which applies whenever Light Project supplies Goods to the Customer.
“Customer” refers to the person or company to whom Light Project has agreed to supply the Goods.
“Goods” includes all present and after acquired goods supplied to the Customer by Light Project and all services supplied to the Customer by Light Project, pursuant to an order placed by the Customer.
“Light Project” means Light Project Pty Ltd (ACN 128 837 730).
“Light Project Intellectual Property” means all intellectual property owned by Light Project, and includes without limitation the LIGHT PROJECT trade mark and any other trade marks used by Light Project to sell or market any Goods or services from time to time.
- This Agreement supersedes any earlier terms or conditions wherever published or applying between Light Project and the Customer, and will be deemed to override all oral and written agreements, negotiations by either party prior to, or at the time of, the making of this Agreement. The Customer will be deemed to have accepted these Terms of Trading if the Customer places any order or otherwise deals with Light Project after receiving notice of these Terms of Trading, or if the Customer makes payment of any invoices to which these Terms of Trading are attached. The Customer will be deemed to have accepted these Terms of Trading in the foregoing circumstances, despite any subsequent request by Light Project for the Customer to sign a copy of the Terms of Trading or to otherwise acknowledge the Customer’s acceptance of this Agreement, and despite any omission or refusal of the Customer to do so.
- Any oral representation, warranty or promise whatsoever (other than those contained herein) made by any employee or agent of Light Project to the Customer does not form any part of this Agreement.
- To the extent of any inconsistency, any terms and conditions of the Customer included in documents submitted to Light Project are expressly excluded and do not form part of this Agreement.
- All prices published by Light Project from time to time are subject to change without notice. All quotations are in Australian Dollars ($AUD), unless otherwise specified in writing. Quotations are valid for 30 days from the date of the quotation, unless otherwise specified in writing.
- All prices are strictly net of GST and any other tax or duty that may be payable. Where applicable, these will be charged separately. The Customer will pay for all freight, shipping, air cargo, insurance and courier charges unless otherwise specified in writing.
- The price is subject to variation in the event of changes in GST, other taxes or duties, exchange rates or the prices of materials or labour conditions.
- The price is subject to the Customer's order being for the whole quantity stated in the quotation.
- Unless the Customer has written approval for credit, the Customer will pay a 50% deposit upon placement of order and will pay the remaining 50% prior to delivery. The order will not be processed until the deposit is paid. All payments are to be made in cash, by bank cheque or by credit card. Once the Deposit has been paid the Customer has 120 days to pay the balance outstanding or Light Project reserves the right to recover the balance due. If the Customer completes Light Project's credit application and obtains written credit approval, payment must be made within 30 days from EOM of Light Project's invoice date.
- The Customer may not withhold payment of any part of the price because of any dispute or claim.
- Light Project is not obliged to sell Goods to the Customer if:
(a) the Customer defaults in its payment obligations under this Agreement; and/or
(b) the Customer becomes bankrupt or goes into liquidation or goes into voluntary administration or receivership or is unable to pay its debts as they fall due.
- Without prejudice to any other remedies of Light Project, on the failure to make payment of any undisputed amount in accordance with clause 8 of these Terms of Trading, Light Project may charge an interest rate up to the interest rate then permitted by the Penalty Interest Rate Act 1983 (VIC).
Retention of Title
- Goods supplied to the Customer by Light Project will remain the sole and absolute property of Light Project and no interest in the Goods (legal or equitable) passes to the Customer except for the right to hold the Goods as bailee until such time as Light Project has been paid by the Customer all monies due and owing to it by the Customer on any and all accounts whatsoever.
- Until Light Project has been paid all money due and owing to it, the Customer agrees:
(a) to keep all of the Goods supplied by Light Project as bailee for Light Project and to store the Goods in a manner that expressly discloses that Light Project is the owner of the Goods; and
(b) to only sell the Goods supplied by Light Project in the usual course of business on the condition that the Customer holds all proceeds on trust for Light Project.
- The Customer will indemnify Light Project from any damages, costs, liabilities or penalties which Light Project may suffer or incur from the Customer’s failure to pay to Light Project all sums outstanding from the Customer to Light Project.
- All reasonable costs (including but not limited to legal costs on a full indemnity basis) incurred by Light Project in obtaining payment from the Customer or in endeavouring to trace the whereabouts of the Goods or obtaining or endeavouring to obtain possession thereof, whether by action or suit or otherwise, and all other transport, storage, sale, repossession and like expenses will be recoverable by Light Project from the Customer in addition to, and without prejudice to, Light Project’s other rights under this Agreement.
Cancellation of Order
- Orders cannot be cancelled except by agreement in writing by Light Project. Despite the cancellation of an order for any reason, the Customer must pay Light Project in full for any Goods which were especially procured for it, custom ordered, imported, manufactured or made to order for Light Project at the Customer's request or of a particular nature not normally stocked by Light Project.
- Orders or balance of orders may be cancelled by Light Project in the event of any failure by the Customer to adhere to the terms of this Agreement or if Light Project suspects the credit worthiness of the Customer.
- Any times quoted for delivery are estimates only and Light Project will not be liable to the Customer to make good any damage or loss whether arising directly or indirectly out of the delay in delivery. Light Project will use best endeavours to meet its quoted delivery times.
- Notwithstanding anything to the contrary contained in this Agreement, risk in the Goods passes to the Customer from the earlier of:
(a) delivery to the Customer; or
(b) the Goods being within the Customer's direction or control.
- Without prejudice to clause 19 of these Terms of Trading, where the Customer requests delivery to any site including the Customer’s premises, Light Project will deliver the Goods to that location. If the location is unattended at the time of delivery, Light Project will not be responsible for any damage to or loss of the Goods howsoever arising.
- Unless otherwise agreed in writing, Light Project will not effect insurance for any Goods during their transportation.
- Goods will be dispatched without special casing or packaging. If special casing or packaging is required this will be charged as an additional cost to the Customer. Light Project will not accept responsibility for breakage, damage or loss in transit.
- Light Project has the right to fulfil any order by progressive deliveries, each of which must be paid for as a separate liability whether invoiced separately or not.
Acceptance and Claims
- If, within seven (7) days of the date of delivery or collection of the Goods, the Customer does not provide written notice to Light Project that, in the Customer's view, the Goods are not in accordance with this Agreement, Light Project is not liable for any claim in relation to the Goods.
- Goods ordered in error or in excess cannot be returned for credit or exchange except by special arrangement agreed to in writing by Light Project. Where Light Project agrees in writing to issue a credit note, this will involve a handling fee of 10% of the agreed price. In these circumstances, the Goods will only be accepted for return if returned in their original packaging, by Light Project’s nominated carrier in saleable condition, and received at Light Project’s warehouse within 12 days from the date of delivery, quoting invoice number and date of receipt. Authorised returns must be freight prepaid by the Customer.
- For the avoidance of doubt, in no circumstances will Light Project issue a credit note or exchange Goods which are ordered in error or in excess if those Goods were especially procured for the Customer, custom ordered, imported, manufactured or made to order for Light Project at the Customer's request or of a particular nature not normally stocked by Light Project.
- In the event of any over-delivery in quantity of Goods to the Customer, the Customer must accept the Goods ordered and may reject the rest.
- Notwithstanding anything to the contrary, the guarantee and warranty provided by Light Project in relation to the Goods shall be equivalent to those obligations provided to consumers by Australian Consumer Law, whether or not the Customer meets the definition of a consumer and regardless of the value of the goods purchased. The exceptions to the consumer guarantees under Australian Consumer Law shall not apply.
- The liability of Light Project for breach of any non-excludable guarantee, warranty or condition of the Agreement, to the extent permitted by law, will be limited, at the option of the Customer, to the replacement of the Goods, the supply of equivalent goods or the payment of the cost of those Goods.
- In no circumstances will Light Project's liability extend to indirect or consequential loss or damage.
- The Customer acknowledges and agrees with Light Project that:
(a) the manner of use of the Goods supplied to the Customer is beyond the control of Light Project;
(b) any verbal advice, verbal recommendation, or verbal information or services provided by Light Project, its employees, contractors or agents regarding the Goods sold and their use will not be construed as contractual guarantees, conditions or warranties and is provided to the Customer at the Customer's own risk; and
(c) Light Project will not be liable to the Customer for any loss or damage (including indirect or consequential loss or damage) sustained by the Customer as a consequence of any incorrect advice, recommendation, information or services provided by Light Project, its employees, contractors or agents regarding the Goods sold or the methods or conditions of applications and use of the Goods sold, whether such loss was caused by any act of negligence, act of recklessness or any breach of any duty of care which may be owed to the Customer by Light Project, its employees, contractors or agents.
- In the event of a “force majeure” event, Light Project will be entitled either to rescind this Agreement (without being liable for damages) or to extend delivery or time for performance by a reasonable period of not less than the duration of such event and Light Project will have no liability under any contract, including liability for damages whether specified of otherwise. “Force majeure” will include all happenings beyond Light Project’s control or in consequence of which Light Project is hindered in executing its obligations and will include all strikes, trade disputes, fire, accidents and supply, import or export delays.
- This Agreement will be governed by the law in the State of Victoria and the Customer agrees to submit to the non-exclusive jurisdiction of the courts of that State.
- The Customer acknowledges and agrees that under no circumstances will it take any ownership interest or right as licensee in Light Project Intellectual Property, and Light Project reserves all of its rights in respect of Light Project Intellectual Property.
- If any provisions of this Agreement are for any reason declared or become unenforceable, invalid or illegal for any reason, the other terms and provisions of this Agreement will remain in full force and effect as if this Agreement never included the unenforceable, invalid or illegal terms.
- Light Project’s failure to exercise, or delay in exercising, any right, power or privilege will not operate as a waiver of any such right, power or privilege.
- Any leniency, indulgence or extension of time which may be granted by Light Project to the Customer will not prejudice any of Light Project’s rights in any way, nor will they constitute a waiver of any of Light Project’s rights.
- No variation of or addition to this Agreement will be binding unless the variation is in writing and is authorised by a representative of Light Project and the Customer.
- Any notice or other notification required to be given under this Agreement must be in writing and will be deemed duly served three days after it is mailed (either by prepaid post, registered mail or security post), or one day after transmission by facsimile or email by either party to the other party as its address shown herein or last known business address or relevant facsimile number or email address.
- If Light Project makes any taxable supply to the Customer under this Agreement, the Customer will pay to Light Project, on provision of a valid tax invoice, an amount equal to the GST which is payable in respect of that taxable supply, subject to the payment terms in Clause 8.
- Where Light Project has become subject to any penalties or interest as a result of late payment of GST as a result of the failure of the Customer to comply with this Agreement, then the Customer will pay to Light Project an additional amount on demand equal to the amount of those penalties and interest.
Privacy Act Authority
- Light Project may disclose any personal information in its possession relating to the Customer to any credit reporting agency or similar body, for the purpose of assessing the Customer’s creditworthiness. The Customer consents to such disclosure, and also consents to Light Project receiving information from credit reporting agencies or similar bodies regarding the Customer’s commercial activities or creditworthiness.
Personal Property Securities Act
- The Customer acknowledges and agrees that:
(a) this Agreement gives rise to a security interest and constitutes a security agreement for the purposes of the Personal Property Securities Act 2010; and
(b) the security interest is taken in all Goods previously supplied by Light Project to the Customer (if any) and all Goods that will be supplied in the future by Light Project to the Customer during the continuance of the parties' relationship.
- The Customer undertakes to:
(a) sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which Light Project may reasonably require to register a financing statement on the Personal Properties Securities Register;
(b) reimburse Light Project for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register;
(c) give Light Project not less than 14 days' prior written notice of any proposed change in the Customer's name and/or any other change in the Customer's details.
- The Customer waives any rights to receive notice of any verification statement issued under the Personal Property Securities Act.