OPTIC FIBRE & LED LIGHTING SOLUTIONS PTY LTD

ABN 89 124 172 701

TERMS AND CONDITIONS OF SALE

1. General

Unless otherwise agreed in writing, all goods (“Goods”) sold or offered for sale by Optic Fibre & LED Lighting Solutions Pty Ltd (“Company”) are done so subject to the following terms and conditions:

1. The Company reserves the right to vary these Conditions of sale on 30 days notice to the purchaser.
2. In these conditions, the expression Goods relates to the Goods that the Company proposes to sell or has sold to a purchaser, being where relevant the Goods described on the reverse side of this document, and a reference to Goods is supply only

2. Prices and Quotations

Unless the Company otherwise agrees in writing:

1. Quotations- Quotations given are valid for deliveries within 90 days from date of quotation. Orders placed within this period for delivery after the 90 days are subject to rise and fall adjustments.
2. Australian Domestic prices – all Goods will be charged at the prices ruling at the date of order plus any applicable goods and services tax (GST) which must be paid to the Company by the Buyer when payment for the Goods is due.
3. Export Prices – All export prices are quoted excluding all Government taxes, charges and/or imports charged outside Australia.

3. Payment

1. For approved account Customers, payment is due no later than the nominated day agreed upon from the end of the month in which the products were invoiced, without any deductions whatsoever.
2. Otherwise payment by Cash, Credit Card, subject to authorization, or Direct Deposit is required with the order prior to delivery.
3. Any subsequent refund of orders paid by credit card will be made to the relevant credit card account.
4. Cheques and postal orders must be made out to Optic Fibre & LED Lighting Solutions Pty Ltd and crossed.
5. Payment by cheque will entail a five day waiting period for clearance before an order can be released.
6. If the Customer fails to make payment by a due date, then, without prejudice to any other right or remedy, the Company will be entitled to cancel any unfulfilled order or suspend any further deliveries until the account is in order, withdraw credit facilities and/or adjust the Customer’s credit limit.
7. If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer all fees incurred in such proceedings.

4. Delivery

1. Late delivery or non delivery due to any circumstances or events beyond the Company’s control shall not constitute a breach of contract by the Company and the Company shall not be liable for any loss or damage howsoever arising through such late delivery or non-delivery.
2. The Company reserves the right to charge the freight cost to the customer unless the transport is paid for by the Customer.
3. The Company reserves the right to charge the freight cost to the customer unless the transport is paid for by the Customer.

5. Warranties

1. The Company warrants all products excluding halogen and metal halide lamps, for 1 year from the date of purchase to be free from defects in material and workmanship.
2. During the warranty period, if the product fails to perform, the Company’s entire liability will be the repair or replacement of such defective product.
3. In no event shall the Company be responsible for removal or reinstallation of any product or for the expenses thereof.
4. The above warranty does not apply to, and the Company makes no warranties with respect to products which have been subjected to misuse, neglect, accident, abuse, operating or environmental conditions, that deviate from the parameters established in applicable specifications; or have been improperly installed, stored, maintained, repaired or altered by anyone other than the Company; or have had their serial numbers or month and year of manufacture or shipment removed, defected or altered.
5. Warranties are given only to the original purchaser and may not be assigned or transferred to any other party.
6. It is a purchaser’s obligation to retain documentation that indicates the date of purchase.
7. The Company will not be liable for freight charges if any products need to be returned for credit or warranty evaluation purposes.

6. Customised Orders

Non standard products/customised (indent) items are subject to an upfront deposit requirement of 30% and are not subject to cancellation once ordered and accepted by the Company. Production will only commence on receipt of such deposit.

7. Order Amendment, Suspension or Cancellation

Orders can only be modified, suspended or cancelled after prior negotiation and agreement and the Customer must indemnify the Company in respect of any expenses incurred by the Company relating to the modification or cancellation of any order. A restocking fee of 15% will apply.

8. Return of Goods

Goods will not be accepted for return without prior written consent from the Company. Goods manufactured to the Customer’s requirements and/or specification cannot be returned for credit. The customer accepts liability for all freight costs incurred in the return of products including warranty repair or replacement of faulty goods without exception. A restocking fee of 15% will apply.

9. Limitation of Liability

1. The Company will not be liable for any loss or damage incurred by the Customer or End User for goods damaged as a result of negligence, alteration, accident, use of the Goods in a way which is not in compliance with the Relevant Standards or use of the Goods in any way for which the Goods were not designed or approved by the Company or as a result of improper fitting, repair or replacement.

2. The liability of the Company in respect of faulty materials or workmanship shall, at the option of the Company, be limited to one of the following:

a. the replacement of the Goods;

b. the repair of the Goods;

3. The Company will not be liable for any special indirect or consequential damage arising out of the supply of the Goods.

4. If a claim is made by the customer or End user under one of the warranties set out in section 5, the Company will not accept any claims for costs, charges or expenses incurred by the Customer or End User in relation to replacement, or repair of the Goods.

5. Except for any warranties and conditions which cannot be excluded under any Act, all warranties and conditions with regard to the Goods sold which are implied by common law, statute or trade usage are excluded to the full extent legally permissible.

10. Title and Risk

– the Company supplies Goods on condition that,

a. The title to the Goods does not pass to the Customer until they have paid in full and the Company has been paid for all other monies then owing to the Company by the Customer.

b. The Goods are at the risk of the customer as soon as they have been delivered to or into custody of the Customer or the Customer’s agent.

c. Until property in the Goods passes to the Customer the Goods are merely entrusted to the Customer as fiduciary and the Company remains the legal and beneficial owner of the Goods with full power to re-sell and regain possession of them if the Customer defaults in payment of the purchase price.

d. If the Customer defaults in payment of the purchase price or if the Customer becomes insolvent, the Company and/or it’s authorised agents may at any time without notice to the Customer enter onto the Customer’s premises at which the Goods are situated, for the purpose of recovering possession of them.

e. The Customer agrees to indemnify the Company against all costs, losses and expenses (including without limitation legal costs) incurred by the Company as a result of or in connection with any default or breach of these Terms and Conditions of Sale by the Customer.

f. If the Customer receives any proceeds from the sales of the Goods from any other party, the Customer receives those proceeds on trust for the Company to be applied in payment of the purchase price for the Goods and shall remit such sum forthwith to the Company. All such payments received by the Company shall be allocated to the oldest account due for payment.

11. Conflict with Customer’s terms

If any purchase order or other trading terms of the Customer conflict with or are inconsistent with any of the Company’s terms and conditions of sale, then the Company’s terms and conditions of sale as amended from time to time prevail, and will apply notwithstanding any conflicting or inconsistent terms of the Customer.

The Customer acknowledges that the sale by the Company of any Goods will not constitute acceptance of any conditions of purchase of the Customer which conflict or are inconsistent with any of the Supplier’s terms and conditions of sale, even where the Company acknowledges the Customer’s conditions prior to, upon or by delivery of Goods.

12. Non-Waiver

A waiver by the Company with respect to any breach or default by the Customer shall not constitute a continuing waiver of any other breach or default or of any other right or remedy. A failure or delay by the company in exercising a right or remedy does not operate as a waiver of that right or remedy.

13. Sub-Contracting

The Company reserves the right to sub-contract the production, manufacture or supply of the whole or part of the Goods or any of the materials to be supplied.

14. Variation

A variation of these Terms and Conditions of Sale shall be ineffective unless it is in writing and signed by the Supplier.

15. Jurisdiction

This agreement shall be governed by the law of New South Wales. The parties to submit all disputes to the exclusive jurisdiction of the courts of New South Wales Australia.