Terms and Conditions WEBSITE USE
In these terms and conditions, "we", "us" and "our" means Special Lights Pty Limited ABN: 59 000 119 488 Please read these terms and conditions carefully as they apply to your use of our web pages and website (Website) and the service offered by us on the Website as described in clause 2 below (Service). By using the Website and the Service you agree to be bound by these terms and conditions. We may revise these terms and conditions from time to time by updating this posting. The revised terms will take effect when they are posted.2. SERVICES
(a) The Website provides (among other things) a service by which you can obtain information about our business.
You may be required to register with us in order to access the Website or to make use of the Service. Where you are required to register:
(a) you must provide us with accurate, complete and updated registration information;
(b) you must safeguard any user name and password which we provide to you;
(c) you authorise us to assume that any person using the Website or Service with your user name and/or password is either you or is authorised to act for you;
(d) where your user name and/or password is specific to you, you must not allow anyone else to use your username and/or password;
(e) you agree to immediately notify us of any unauthorised use of your user name and/or password or any breach of security of which you become aware;
(f) you may cancel your registration at any time at any time by notifying us;
(g) we reserve the right to discontinue or cancel your registration in our sole discretion without notice if you do not visit the Website or use the Service for an extended period of time, if you breach any of these terms and conditions or any applicable law or if we conclude that your conduct impacts on our name or reputation or violates our rights or those of another party.
4. LICENCE TO USE THE CONTENT ON THE WEBSITE (a) You acknowledge that the Website, the Service and all related content are subject to copyright and possibly other intellectual property rights (Intellectual Property Rights).
(b) We grant you a limited, non-transferable licence to access and use the Website and the Service solely for your personal, non-commercial purposes and only for these purposes.
(c) We (or our licensors) retain all right, title, and interest in and to the Website, the Service and all related content, and nothing you do on or in relation to the Website, the Service or any of the related content will transfer any Intellectual Property Rights to you or, except for the licence referred to in paragraph
(b), licences you to exercise any Intellectual Property Rights whatsoever.
(d) Except as provided in these terms and conditions, permission to reprint or electronically reproduce the Website, the Service or any related content in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from us. You may contact us at [insert contact us link] if you wish to obtain such consent.
(e) Subject to any applicable law, we may revoke the permission referred to in paragraphs (b) and (d) at any time and may suspend or deny, in our sole discretion, your access to all or any portion of the Website or the Service without notice.
5. YOUR REPRESENTATIONS AND WARRANTIES You represent and warrant that you will not use the Website or the Service for any purpose that is unlawful or prohibited by these terms and conditions.
6. INDEMNITY You agree to defend, indemnify and hold harmless us, our officers, directors, employees, agents, subcontractors, licensors, and suppliers, from and against all claims, actions, demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with your use of the Website or the Service or resulting from, or alleged to result from, your use of the Website or the Services, a breach of your representations and warranties in clause 5, or your violation of any of these terms and conditions.
7. USE OF THE SITE IS AT YOUR OWN RISK
(a) You use the Website and Service at your risk. You must evaluate and bear all risks associated with the use of any material or content, including reliance on the accuracy, completeness or usefulness of any material or content. In particular:
(i) we endeavour to provide a convenient and functional Website and Service, but we do not guarantee that that your requirements will be met or that any content will be uninterrupted, error free or that the Website or Service or the server that operates them are free of viruses or other harmful components; and
(ii) while we may attempt to keep information on the Website or the Service current and accurate, we do not make any warranties or representations about the currency and accuracy of any information on the Website or the Service.
(b) If your use of the Website or the Service results in the need for servicing or replacing property, material, equipment or data, we will not be responsible for such costs.
(c) Without limiting the above provisions, to the extent permitted by law, everything on the Website and in relation to the Service is provided to you “as is” and “as available” without warranty or condition of any kind, either expressed or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We exclude all representations and warranties to the fullest extent permissible under applicable law.
8. LIMITATION OF LIABILITY (a) To the maximum extent permitted by law:
(i) we have no liability to you, whether for breach of these terms, in negligence, in any other tort, in equity or for any other common law or statutory cause of action arising in relation to these terms, the Website, the Service or any related content;
(ii) we will not be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Website, the Service or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we know of the possibility of such damage; and
(iii) our liability for breach of any implied warranty or condition which cannot be excluded is limited at our option to the following:
A. in the case of goods: (A) the replacement of the goods or the supply of equivalent goods; (B) the repair of such goods; (C) the payment of the cost of replacing the goods or acquiring equivalent goods; or (D) the payment of the cost of having the goods repaired; and
B. in the case of services: (A) the supply of the services again; or (B) the payment of the cost of having services supplied again.
(b) Subject to our obligations under any implied conditions and warranties referred to in paragraph (a)(iii), our maximum aggregate liability for all claims under or relating to these terms and conditions or their subject matter, whether in contract, tort (including without limitation negligence), in equity, under statute, under an indemnity or on any other basis, is limited to A$100. In calculating our aggregate liability under this clause, the parties must include any amounts paid or the value of any goods or services replaced, repaired or supplied by us for a breach of the implied conditions and warranties referred to in paragraph (a)(iii).
9. VARIATION OF THE WEBSITE AND SERVICES You acknowledge that we may, in our sole discretion and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website or the Service and you agree that we are not liable to you or any third party for such variation, modification or discontinuance.
10. LINKS AND ADVERTISEMENTS We have not reviewed all of the sites linked to the Website and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website (including without limitation sites linked through advertisements). The inclusion of any link does not imply that we endorse the linked site, and you use the links at your own risk. Your correspondence or dealings with, or participation in promotions of, advertisers on the Website are solely between you and such advertisers.
12. GENERAL (a) If any part of these terms and conditions is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
(b) These terms and conditions are governed by the laws of New South Wales, Australia, and you irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
(c) These terms and conditions constitute the entire agreement between us and you in relation to the Website and your use of the Services and supersede all other (prior or contemporaneous) communications or displays whether electronic, oral, or written, between us and you in relation to the Website and the Services.
(d) Your use of the Service is conducted electronically and you agree that we may communicate with you electronically for all aspects of your use of the Service, including sending you electronic notices.
(e) The provisions of these terms and conditions which by their nature survive termination or expiry of these terms and conditions will survive cancellation of your registration or termination or expiry of these terms and conditions.
13.DELIVERY - FREIGHT CHARGES WITHIN AUSTRALIA
Delivery fees apply based on product weight and cubic size. This information can be supplied directly by us after you indicate which items you wish to order.
14.DELIVERY - FREIGHT CHARGES OUTSIDE AUSTRALIA
We do not generally offer delivery outside of Australia however a freight cost can be calculated and advised on request.
Terms and Conditions TRADING
Unless Special Light Fittings Pty Ltd (ABN 59 000 119 488), trading as Special Lights (the Company) expressly agrees in writing to any alterations or other special conditions of sale (Customised Conditions), the Purchaser’s order will be taken to be an order incorporating these terms & conditions (Terms & Conditions) which apply to the whole or any executed part of an order.
1.1 When placing orders, the Purchaser must include its purchase order number which must include the Purchaser’s delivery information, model numbers & descriptions & prices.
1.2 The Company reserves the right to refuse at its absolute discretion any order within 14 (fourteen) days after the order is received & at any time to refuse to accept or proceed with any order if the creditworthiness of the Purchaser is, in the Company’s opinion, unsatisfactory.
1.3 These terms & conditions & any contract to which they apply must be governed by the laws of New South Wales.
1.4 The Purchaser agrees that the Company may amend these terms & conditions at any time. If the Company makes a change to these terms & conditions, then that change will take effect from the date on which the Company notifies the Purchaser of such change.
The Purchaser will be taken to have accepted such changes if the Purchaser makes a further request for the Company to provide the Goods to the Purchaser.
1.5 Neither party must be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
1.6 The Purchaser warrants that it has the power to enter into this agreement & has obtained all necessary authorisations to allow it to do so, it is not insolvent, & that this agreement creates binding & valid legal obligations on it.
2. CHANGE IN CONTROL
The Purchaser shall give the Company not less than fourteen (14) days prior written notice of any proposed change of ownership of the Purchaser &/or any other change in the Purchaser’s details (including but not limited to, changes in the Purchaser’s name, address, contact phone, change of trustees or business practice). The Purchaser shall be liable for any loss incurred by the Company as a result of the Purchaser’s failure to comply with this clause.
All pricing is as per the quote or proforma invoice supplied to the Purchaser with the validity date specified on the document (or otherwise for a period of thirty (30) days), however the Company reserves the right to alter a quote or proforma invoice price within the validity period due to circumstances such as but not limited to a significant & sudden change of price from the Company’s supplier, adverse exchange rates, a significant & sudden change in import & local freight costs (due to weather events, interruptions in transportation, social or political unrest) or any other events in the Company’s sole & absolute discretion. The Company reserves the right to change the Price if a variation to the Company’s quotation is requested.
Clerical errors or omissions are subject to corrections including without limitation, computer or system errors, which result in incorrect pricing. Once the Company identifies an error, they will immediately inform the Purchaser & provide the corrected pricing. Unless stated otherwise, all pricing is exclusive of GST. The Purchaser must pay GST, without deduction or set off of any other amounts, at the same time & on the same basis as the Purchaser pays the Price
4. PAYMENT TERMS
Payment Terms are 100% in advance. In order to place an order with the Company, a 50% non-refundable deposit is required. For orders greater than $10,000.00 excluding GST, a 75% non-refundable deposit may be required. For customised orders 100% payment is required in order to place the order with the Company. Final payments are required prior to shipping. Payment must be made by direct credit to the Company’s nominated bank account (or another method agreed by the Company in writing) but the Company reserves the right to vary the terms of payment & to require payment in full prior to delivery at any time.
No cancellation of an order will be accepted after the initial deposit has been paid to the Company by the Purchaser for their order, unless a request is put in writing & agreed by the Company at its sole discretion. In the event that the Purchaser unilaterally cancels delivery of Goods the Purchaser shall be liable for any & all loss incurred (whether direct or indirect) by the Company as a direct result of the cancellation (including, but not limited to, any loss of profits).
Any representation, promise, statement or description by the Company or any employee, agent, dealer or other person or company is expressly excluded & the Purchaser acknowledges that it has relied solely upon its own inspection & skill & judgement & not by reason of any such representation, promise, statement or description.
All photographs, weights, illustrations, dimensions & any other particulars given in or accompanying a quotation or contained in descriptive literature are approximate only &deviations shall not violate the contract or be made the basis of any claim made against the Company.
Clerical errors are subject to corrections including without limitation, computer or system errors, which result in incorrect product codes, description or pricing printed on documentation.
The Purchaser acknowledges that Goods supplied may exhibit variations in shade tone, colour, texture, surface & finish, & may fade or change colour over time. The Company will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
7. ACCEPTANCES & DELIVERY
7.1 The goods will be delivered to the Purchaser’s nominated delivery address unless the Company agrees otherwise in writing.
7.2 The Company will have the sole & absolute discretion as to the choice of carrier & method of carriage of the goods. Should the Purchaser nominate their own carrier then all costs of delivery including insurance will be at the Purchaser’s account.
7.3 The Company will charge a delivery fee based on the destination, size & weight of the purchase order. Freight costs are generally valid until quote expiration. The Company reserves the right to update freight quotes to market value at the time of purchase due to extraordinary circumstances that have occurred in the interim e.g. weather events, interruptions in transportation, social or political unrest or any other events in The Company’s sole & absolute discretion.
7.4 Any date or lead-time quoted for delivery is an estimate only. The Purchaser is not relieved of any obligation to accept or pay for goods because of any delay in delivery.
7.5 The Company is not liable for any failure to deliver or delay in delivery for any reason.
7.6 If the Company determines that it is or may be unable to deliver within a reasonable time or at all, the contract may be cancelled by the Company. If the contract is cancelled, the Purchaser will have no claim against the Company for any damage, loss, cost or expense.
7.7 In the event that the Purchaser is unable to take delivery within 1 month of availability of the Goods or the planned delivery date (whichever
is later) then the Company shall be entitled to charge 1.5% per month as a storage fee & a reasonable fee for redelivery.
8. CLAIMS FOR WRONGFUL DELIVERY, DAMAGED GOODS OR GOODS NOT FIT FOR SALE
Any claim by the Purchaser for wrongful delivery, damaged goods or goods not fit for sale must be notified to the Company in writing within seven (7) days of delivery of the goods. Upon such notification the Purchaser must allow the Company to inspect the Goods. Any claim which the Purchaser does not notify within that time will be taken to have been absolutely waived.
The Purchaser must notify the Company immediately of any defect in the goods of which it becomes aware after delivery & will take all reasonable
steps to mitigate loss (if any) arising as a consequence of the defect.
10. DEFECTS & WARRANTIES
10.1 The Company’s goods come with guarantees that cannot be excluded under Australian Consumer Law (Non-Excluded Guarantees) & the Company acknowledges that nothing in these terms purports to exclude the Non-Excluded Guarantees.
10.2 The Company warrants to repair, replace, credit or refund (at the Company’s option) all goods & their components distributed by it which the Company, in its discretion, determines are defective in materials or workmanship under normal use & service, for up to (1) one year from the date of delivery. The liability of the Company under this warranty is limited to a maximum of the value of the goods supplied. All other costs, including removal &/or installation must be paid by the Purchaser. The benefits of this warranty are subject to the conditions stated in clauses 10.3 to 10.13.
10.3 The Purchaser must notify the Company in writing as soon as possible on it becoming aware of the alleged defect(s) & before the expiration of the relevant warranty period.
10.4 The Company’s liability for any defect or damage in the Goods is:
a) limited to the value of any express warranty provided to the Purchaser by in the Company’s sole discretion;
b) limited to any warranty to which the Company is entitled, if the Company did not manufacture the Goods;
c) otherwise negated absolutely.
10.5 The Company must not be liable for any defect or damage which may be caused or partly caused by or arise as a result of the Purchaser failing to maintain the Goods, using the Goods for any purpose other than that for which they were designed, continuing the use of any Goods after any defect became apparent or should have become apparent, or due to fair wear & tear, any accident, or act of God.
10.6 Goods must be used & handled with due care, under normal operating conditions & in accordance with the Relevant Standards & good practices.
10.7 Goods must be mounted, installed & connected with due care & in accordance with the Relevant Standards & good practices. Where required, this is to be done by a qualified electrician.
10.8 Wilfully damaged or defaced goods are excluded from this warranty.
10.9 Any tampering, modifications, alterations or changes made to the products will void the warranties stipulated.
10.10 The Company reserves the right to request that the complete product containing the allegedly faulty component be returned to the Company for inspection & testing.
10.11 Parts & labour for repair or replacement will be provided by the Company during normal working hours at a place of business of the Company & the Company shall have no liability for the cost of transportation of the goods to such place of business.
10.12 All rejected parts or defective parts shall be the property of the Company to dispose of as it sees fit.
10.13 The Company accepts no responsibility whatsoever for errors in dimensions, quantities, specifications or otherwise where orders for any goods are placed on the Company by the Purchaser otherwise than in writing.
11. IMPLIED TERMS
All conditions & warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise are expressly excluded to the maximum extent permitted by law.
12. INDIRECT LOSS
So far as the law permits, the Company is not liable in any way for any indirect or consequential loss or loss of profit including, without
limitation, any loss by reason of delay, non-delivery, defective or faulty materials or workmanship, negligence or any act or matter or
thing done, permitted or omitted by the Company.
13. TITLE & RISK
Property in, & ownership of, the goods will not pass from the Company to the Purchaser until the Purchaser has paid for them in full. The risk of loss or damage to the goods will pass to the Purchaser on delivery. If the Purchaser requests the Company to leave Goods outside the Company’s premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Purchaser’s sole risk.
14. RETURN OF GOODS
14.1 It is a condition of the sale of the goods that the Company is not obligated to accept in any case, the return of goods for credit or refund.
14.2 Goods cannot be returned for credit except with the prior confirmation by the Company.
14.3 In every case when a return of goods is requested, the original invoice number & date must be quoted.
14.4 All returned goods must be uninstalled & in new condition including their original saleable packaging & include all accessories.
14.5 Returned goods will all be subject to a count & inspection before credit is passed.
14.6 Return freight & transport charges are the responsibility of the Purchaser unless the Company otherwise agrees in writing.
14.7 In the case where the Company approves the return of goods, the Company may impose on the Purchaser a restocking fee commensurate with the type of goods the Purchaser is requesting to return. This restocking fee will typically vary between 35% to 100%.
Failure by the Company to insist on strict performance of any term, warranty or condition of the contract will not be taken as a waiver of
it or of any rights the Company may have & no waiver will be taken as a waiver of any subsequent breach of any term, warranty or condition.
CONSEQUENCES OF DEFAULT
16.1 If the Purchaser owes the Company any money the Purchaser indemnifies the Company from & against all costs & disbursements incurred by the Company in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor & own client basis, the Company’s collection agency costs, & bank dishonour fees).
16.2 Without prejudice to any other remedies the Company may have, if at any time the Purchaser is in breach of any obligation (including those relating to payment) under these terms & conditions the Company may suspend or terminate the supply of Goods to the Purchaser. The Company will not be liable to the Purchaser for any loss or damage the Purchaser suffers because the Company has exercised its rights under this clause.
16.3 Without prejudice to the Company’s other remedies at law the Company must be entitled to cancel all or any part of any order of the Purchaser which remains unfulfilled & all amounts owing to the Company must, whether or not due for payment, become immediately payable if:
a) any money payable to the Company becomes overdue, or in the Company’s opinion the Purchaser will be unable to make a payment when it falls due;
b) the Purchaser becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Purchaser or any asset of the Purchaser.