LeisureTech Electronics — Terms & Conditions of Trade
1.1 “Seller” shall mean LeisureTech Electronics (LTE) its successors and assigns or any person acting on behalf of and with the authority of LTE.
1.2 “Customer” shall mean “insert company name” (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, pro forma order, work authorisation or other form as provided by the Seller to the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Products” shall mean Products supplied by the Seller to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, pro forma order, work authorisation or any other forms as provided by the Seller to the Customer.
1.5 “Services” shall mean all services supplied by the Seller to the Customer and includes graphic artist services, advice or recommendations (and where the context so permits shall include any supply of Products as defined above).
1.6 “Export Price List” means the confidential price lists setting out the prices of Products in $US as provided by the Seller from time to time.
2.1 Any instructions received by the Seller from the Customer for the supply of Products and/or the Customers placing of an order for Products to be supplied by the Seller shall constitute acceptance of the terms and conditions contained herein.
2.2 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of the Seller.
2.3 The Customer undertakes to give the Seller at least fourteen (14) days notice of any change in the Customer’s name, address and/or any other change in the Customer’s details.
3. Price And Payment
3.1 At the Seller’s sole discretion the Price shall be either:
(a) the price for the Product in the Price List less any applicable discount; or
(b) the Seller’s quoted Price (subject to clause 3.2) which shall be binding upon the Seller provided that the Customer shall accept the Sellers quotation in writing within thirty (30) days;
3.2 The Seller reserves the right to change the Price List from time to time in the event of a variation to the Sellers quotation.
3.3 The price in all cases is a price ex factory with the Customer responsible for all movement and duty costs thereafter.
3.4 At the Seller’s sole discretion payment shall be due on delivery of the Products
3.5 Payment will be made by direct credit, or by any other method as agreed to between the Customer and the Seller, and in $US currency.
3.8 Any other order movement costs including Freight, Taxes and Duties that may be applicable after delivery of the Product shall be the responsibility of the Customer and will separately accounted and invoiced to the Customer once costs are known if the Customer requires the Seller to arrange delivery.
4. Delivery Of Products
4.1 At the Sellers sole discretion delivery of the Products shall take place when:
(a) the Products are dispatched to the Customer from the Seller or the Seller’s factory; or
(b) the Customer’s nominated carrier takes possession of the Products in which event the carrier shall be deemed to be the Customer’s agent.
4.2 At the Seller’s sole discretion the costs of delivery are for the Customer’s account:
4.3 The Customer shall make all arrangements necessary to take delivery of the Products whenever they are tendered for delivery.
4.4 The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
4.5 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Products (or any of them) promptly or at all.
5.1 All risk for the Products passes to the Customer on delivery whether or not the Seller retains ownership of the Products pursuant to clause 6.1.
5.2 If any of the Products are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Seller is entitled to receive all insurance proceeds payable for the Products. The production of these terms and conditions by the Seller is sufficient evidence of the Seller’s rights to receive the insurance proceeds without the need for any person dealing with the Seller to make further enquiries.
5.3 The Seller shall in no way whatsoever be liable for any damage or injury caused by products supplied or manufactured by the Seller.
6.1 The Seller and Customer agree that ownership of the Products shall not pass until:
(a) the Customer has paid the Seller all amounts owing for the particular Products including freight charges where applicable; and
(b) the Customer has met all other obligations due by the Customer to the Seller in respect of all contracts between the Seller and the Customer.
6.2 Receipt by the Seller of any form of payment shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Seller’s ownership or rights in respect of the Products shall continue.
7. Customers Disclaimer
7.1 The Customer hereby disclaims any right to rescind, or cancel any contract with the Seller or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Seller and the Customer acknowledges that the Products are bought relying solely upon the Customer’s skill and judgment.
8.1 The Customer shall inspect the Products on receipt to its place of business or warehousing facility and shall within fourteen (14) days of receipt (time being of the essence) notify the Seller of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford the Seller an opportunity to inspect the Products within a reasonable time following delivery if the Customer believes the Products are defective in any way. Where the Seller has no representative at the place of business of the Customer suitably qualified or skilled to assess the Products, the Customer shall at its own cost either dispatch a sample of faulty Products to the Seller or provide evidence in a form satisfactory to the Seller for an assessment to be carried out. If the Customer shall fail to comply with these provisions the Products shall be presumed to be free from any defect or damage. For defective Products, which the Seller has agreed in writing that the Customer is entitled to reject, the Seller’s liability is limited to either (at the Seller’s discretion) replacing the Products or repairing the Products.
9.1 Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 8.1; and
(b) the Seller has agreed in writing to accept the return of the Products and issued a product return authorization number; and
(c) the Customer complies with the Sellers “Buyer Product Return Guidelines”.
10.1 Subject to the conditions of warranty set out in clause 10.2 the Seller warrants that if any defect in any workmanship of the Seller becomes apparent and is reported to the Seller within eighteen (18) months of the date of delivery (time being of the essence) then the Seller will either (at the Seller’s sole discretion) replace or remedy the workmanship.
10.2 The conditions applicable to the warranty given by clause 10.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
(i) Failure on the part of the Customer to properly maintain any Products; or
(ii) Failure on the part of the Customer to follow any instructions or guidelines provided by the Seller; or
(iii) Any use of any Products otherwise than for any application for which it was designed; or
(iv) The continued use of any Products after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
(v) Fair wear and tear, any accident or act of God.
(b) The warranty shall cease and the Seller shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Seller’s consent.
(c) In respect of all claims the Seller shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim.
10.3 The Seller will not accept responsibility for any Products damaged in transit, nor accept responsibility for incoming freight charges applied to any Products, that are subject to or being returned from, warranty repair.
11. Fair Dealing and Consumer Protection Legislation
11.1 Nothing in this agreement is intended to have the effect of contracting out of any trade practices, fair trading or consumer protection legislation in Australia or any country in which the Customer is selling the Products, except to the extent permitted by such legislation.
12 Default & Consequences of Default
12.1 No Products will be dispatched where previous account purchases have not been paid in full.
12.2 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
12.3 If the Customer defaults in payment of any invoice when due the Customer shall indemnify the Seller from and against all costs and disbursements incurred by the Seller in pursuing the debt including legal costs on a solicitor and own client basis and the Seller’s collection agency costs.
12.4 Without prejudice to any other remedies the Seller may have if at any time the Customer is in breach of any obligation (including those relating to payment), the Seller may, suspend or terminate the supply of Products to the Customer and any of its other obligations under the terms and conditions. The Seller will not be liable to the Customer for any loss or damage the Customer suffers because the Seller has exercised its rights under this clause.
12.5 Without prejudice to the Seller’s other remedies at law the Seller shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Seller shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to the Seller becomes overdue, or in the Seller’s opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer 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 Customer or any asset of the Customer.
13.1 The Seller may cancel any contract to which these terms and conditions apply or cancel delivery of Products at any time before the Products are delivered by giving written notice to the Customer. The Seller shall not be liable for any loss or damage whatever arising from such cancellation.
13.2 In the event that the Customer cancels delivery of Products the Customer shall be liable for any loss incurred by the Seller (including, but not limited to, any loss of profits) up to the time of cancellation.
14. Unpaid Seller’s Rights
14.1 Where the Customer has left any item with the Seller for repair, modification, exchange or for the Seller to perform any other Service in relation to the item and the Seller has not received or been tendered the whole of the price or the payment has been dishonoured, the Seller shall have:
(a) a lien on the item;
(b) the right to retain the item for the price while the Seller is in possession of the item;
(c) a right to sell the item; and
(d) the right to retain all or part of the proceeds of the sale of the item in payment of the price and any interest due to the Seller and any costs associated with such sale.
14.2 The lien of the Seller shall continue despite the commencement of proceedings, or judgment for the price having been obtained
15 LTE Account Details All payments under this agreement to be made by Customer are to be credited to the Sellers nominated account details of which are:
Account Name: LeisureTech Electronics Pty Ltd
Bank: National Australia Bank Ltd
BSB Code: 082 080
Acc Number: 830626037