1. Business customers
These terms and conditions apply to sales of our goods and/or services to business customers.

If you wish to buy our goods for domestic use or for purposes not connected with a business, you are a consumer. In which case, these terms and conditions do not apply to you and you should see instead our terms and conditions for consumers

Definitions
‘Buyer’ means the purchaser of the goods from the seller.
‘Consumer’ has the same meaning given under the Australian Consumer Law.
‘Goods’ means the products (whether specified in the purchase order or otherwise) that the Buyer agrees to buy from the Seller.
‘Invoice” means the invoice issued by the Seller to the Buyer for payment for the purchase of the goods.
‘Price’ means the price for the goods including carriage and packaging costs but excluding GST unless otherwise stated.
‘Purchase Order” means the Sellers standard purchase order (in paper or electronic form) by which the Buyer requests that the Seller sell goods to the Buyer.
Interpretation
Nothing in these terms and conditions exclude, restrict, or modify or have the effect of excluding, restricting, or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted, or modified.

2. The contract between us

These terms and conditions will prevail over all terms and conditions of the Buyer’s order, to the extent of any inconsistency. Any variation to these terms and conditions will only bind the Seller if such variation is in writing and signed by the Seller.
The Goods and all other products sold by Seller are sold on these terms and conditions.
These terms and conditions constitute a contract between the Seller and the Buyer.
A contract between us on the terms set out in these terms and conditions will come into force when we confirm our acceptance of your order.
These terms and conditions will govern the contract to the exclusion of any terms which you might seek to incorporate or impose or which might be implied by trade, custom or a course of dealing.
References in these terms and conditions to the quotation is to any written quotation issued by us which is
accepted by you via your order.
All goods are subject to availability. If, following acceptance of your order, we are not able to supply the goods
in question, we will inform you of this and will not process your order. If you have already paid for the goods,
we will refund you the full amount as soon as reasonably possible.
We may vary these terms and conditions from time to time. Every time you order goods and/or services from us, the terms and conditions in force at that time will apply to the contract between us.
These terms and conditions apply equally to goods and services except as otherwise stated.
In the event that any goods are supplied by us under or in conjunction with a third party finance agreement (“Finance Agreement”).

The price of the goods is the price set out in the quotation or the account . The price quoted excludes GST (unless otherwise stated).

GST will be charged at the rate applying at the time of invoice.
Our quotations are valid for the period set out in them and, where no period is provided, the quotation shall lapse after 30 days.
The price quoted includes the cost of delivery (unless otherwise stated) which will be payable by you in addition if requested.

Rates of tax, duties and discounts on the goods will be those applying at the time of invoice.
At any time before delivery, we may adjust the price of our goods to reflect any increase in our costs of supplying the goods where such increase is beyond our reasonable control.
For special orders
All orders for lamps and luminaires of non-standard voltages or types not included in catalogues are considered to be “Special Types”, the production of which is undertaken on the understanding that you will accept under or over delivery to the extent of 10% at the price quoted per unit.
Unless otherwise stated, all prices quoted by the Seller are exclusive of Goods and Services Tax (GST).
Prices quoted or advertised by the Seller are calculated at the date of issue of a relevant quotation or advertisement and include rates provided by third parties’ providers.
These Third-Party Rates include the cost of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, rate of water, cost of materials and other charges affecting the cost of production (“Third Party Rates”).
Third Party Rates may vary slightly from the date of the quotation to the time of delivery of the goods. The Buyer will be liable for any increase in the Third-Party Rates.
If the Seller makes any alterations to the price of the goods or to any of their inputs either before acceptance of or during the currency of the contract formed in accordance with these terms and conditions, then those alterations are for the Buyer’s account.

Where you require the delivery of goods to be on pallets, a charge of 5% of the total price payable for the goods shall be added to the price or will be payable by you depends on the deal.
Unless otherwise specified, this amount will be credited in full on the return, within one month, of such pallets in good condition carriage paid. No charge is made for any other form of packaging and no credit will be allowed for its return.
The price for the services will be:
The price set out in our quotation; or if no price is quoted, the price will be calculated on the basis of our daily rates from time to time, details of which are available on request.
All specifications, drawings, diagrams, photographs and particulars of weights and dimensions
Submitted to the Seller (including but not limited to those appearing in any catalogue issued by the Seller)
Are approximate only and any deviation from any of these things does not vitiate any contract with the Seller or form grounds for any claim against the Seller.
The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of the contract of sale of the Goods or of the description applied to the Goods.

3. Delivery
All delivery times quoted are estimates only and not legally binding on us.
If we fail to deliver within a reasonable time after any quoted delivery time, you may (by informing us in writing) cancel the contract, however you may not cancel if we receive your notice after the goods have been dispatched; and if you cancel the contract, you can have no further claim against us under that contract.

If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).

We may deliver the goods in instalments. Each instalment is treated as a separate contract.
The delivery times made known to the Buyer are estimates only and the Seller is not liable for late delivery or non-delivery.
The Seller will not be liable for any loss, damage or delay occasioned to the Buyer or any customer of the Buyer arising from late or non-delivery or late installation of the Goods.
The Seller may at their option deliver the goods to the Buyer in any number of instalments unless there is an endorsement overleaf to the effect that the Buyer will not take delivery by instalments.
If the Seller delivers any of the goods by instalments, and any one of those instalments is defective for any reason:
This does not constitute a repudiation of the contract of sale formed by these conditions; and
The defective instalment is a severable breach that gives rise only to a claim for compensation.
The Buyer waives any claim for shortage of any goods delivered if a claim in respect for short delivery has not been lodged with the Seller within three days from the date of receipt of goods by the Buyer.

We may decline to deliver if:
We believe that it would be unsafe, unlawful or unreasonably difficult to do so; or the delivery location (or the access to it) is unsuitable for our vehicle; In which case our sole liability will be to make the goods available for collection by you from our premises and we reserve the right to charge for any costs spent on time wasted in relation to the failed delivery.
Goods will not be delivered on pallets unless requested.
You agree to cooperate fully with us and provide us, our employees, agents, consultants and subcontractors with access to your premises and other facilities as reasonably required by us to deliver the goods to you.

We will deliver the goods to you in accordance with the terms of delivery policy available at https://auspost.com.au/terms-conditions

The risk in respect of all goods supplied by the Seller shall pass to the Buyer upon delivery to the Buyer dispatch by the Seller in accordance with the Buyer’s delivery instructions.

The Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to goods in transit caused by any event of any kind or by any person whether the Seller is legally responsible for the actions of that person.
It is the Buyer’s responsibility to inspect the Goods prior to acceptance by the Buyer. The Seller’s signature on a delivery docket (or similar document) shall be deemed acceptance of the goods in the condition in which they are delivered; The Buyer releases the Seller from all liability in respect of such damage in transit to such goods.
The Seller must provide the Buyer with such assistance as may be reasonably necessary to allow the Buyer to institute a claim (if any) against a carrier for damages to goods in transit so long as the Buyer:
has notified the Seller and the carrier in writing immediately after loss or damage is discovered by the Buyer on receipt of Goods; and serves a claim for compensation on the carrier within three days of the date of receipt of the goods.

4. Supply of the goods and services
We will supply the goods and services in accordance with any written specification for the goods and services agreed in writing between us.
We will use our reasonable endeavours to meet any performance dates agreed between us in writing, but these dates will be estimates only and time will not be legally binding on us.
We may make changes to the services which are necessary to comply with applicable laws or safety requirements or which do not materially affect the nature or quality of the services.

You must:
Cooperate with us in all matters in relation to the goods and services;
Provide us, our employees, agents, and consultants with access to your premises and other facilities as reasonably required by us to provide the goods and services;
Provide us with such information and materials as we reasonably require in relation to the goods and services and ensure that such information is accurate in all material respects;
Keep and maintain any materials, equipment, documents or property of ours or our employees, agents, consultants and at your premises in safe custody at your own risk; and
Ensure that your premises provide a safe environment in which to perform the goods and services.
If our performance of any of our obligations in relation to the goods and services is prevented or delayed by any act or omission by you or any failure by you to perform a relevant obligation (Your Non-Performance):
we will not be liable for any cost or losses sustained or incurred by you arising indirectly or directly from any such delay or failure; and
You will reimburse us on demand for any costs or losses sustained or incurred by us arising directly or indirectly from Your Non-Performance.

Payment
The price for the goods, plus GST where applicable, is payable on the due date as set on the invoice unless other terms of payment are agreed in writing between the Seller and Buyer. If the Buyer fails, refuses or neglects to pay the price on the due date, then without prejudice to any of the Seller’s other rights at law, in equity or otherwise, the Seller may, in their sole and absolute discretion and without prior notice:
Suspend or cancel deliveries of any goods due to the Buyer.
Appropriate any payment made by the Buyer to such goods that the Seller may in its sole discretion think fit; and/or treat the contract formed by these terms and conditions as repudiated by the Buyer.
The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set-off or counterclaim which the Buyer may assert for any reason whatever.
Rights in relation to the Goods
Prior to title in the goods passing to the Buyer under these terms and conditions and the contract formed between the Seller and the Buyer in accordance with such terms, the Buyer agrees that:
The Buyer has no right or claim to any interest in the goods to secure any liquidated or unliquidated debt or obligation the Seller owes to the Buyer. The Buyer cannot claim any lien over the goods.
The Buyer will not create any absolute or defeasible interest in the Goods in relation to any third party except as may be authorised by the Seller; and where the Buyer is in actual or constructive possession of the goods.
The Buyer will not deliver them or any document of title to the goods to any person except as directed by the Seller; and it is in possession of the goods as a bailee of those goods and owes the Seller the duties and liabilities.
In connection with the Goods, the Seller states to the Buyer that:
The Seller has the right to supply the goods to the Buyer.
The activities of the Seller in supplying the goods do not infringe the rights of the owner of the goods (where the Seller is not the owner of the goods); and
if the Goods are not owned by the Seller, the Seller is authorised to supply the Goods to the Buyer.
The Seller and the Buyer agree that:
The property of the Seller in the goods remains with the Seller until the Seller has been paid in full for the goods under all individual contracts for the supply of the goods between the Seller and the Buyer.
The Buyer is a bailer of the goods until such time as property in them passes to the buyer and that this bailment continues in relation to each of the goods until the price of the goods has been paid in full; and
Pending payment in full for the goods, the Buyer: must not supply any of the goods to any person outside of its ordinary or usual course of business.
Must insure the Goods for their full insurable or replacement value with an insurer licensed or authorised to conduct the business of insurance in the place where the Buyer carries on business, and must not remove deface, or obliterate any identifying plate, mark, or number.
If the Buyer supplies any of the goods to any person before all money is payable by the Buyer have been paid to the Seller, the Buyer agrees that:
It holds the proceeds of resupply of the goods on trust, and as agent, for the Seller immediately when they are receivable or are received.
It must either pay the amount of the proceeds of re-supply to the Seller immediately when they are received or pay those proceeds into an account with a bank or a financial institution or deposit-taking institution as trustee for the Seller.
Any accessory or item which accedes to any of the goods by an act of the Buyer or of any person at the direction or request of the Buyer becomes and remains the property of the Seller until the Seller is paid when the property in the goods passes to the Buyer. And if the Buyer fails to pay for the goods within the period of credit extended by the Seller to the Buyer, the Seller may recover possession of the goods at any site owned, possessed, or controlled by the Buyer and the Buyer agrees that the Seller has an irrevocable licence to do so.
All goods to be supplied by the Seller to the Buyer are as described on the Purchase Order as agreed by the Seller and the Buyer; the description on such Purchase Order as so agreed, prevails over all other descriptions of the goods, including any specification or enquiry of the Buyer.