- “ADLTA” means Advanced Lighting Technologies Australia Inc (ABN 23 074 197 569) and “the customer” means the party placing an order for the purchase or supply of goods from ADLTA or a request for services. An “order” refers to an order by the customer for the supply of goods or services by ADLTA.
- Provision of a quote by ADLTA is not an offer capable of acceptance by the customer placing an order. An order is subject to acceptance by ADLTA, at ADLTA’s absolute discretion. Acceptance of an order does not constitute a representation that credit will be extended to the customer.
- ADLTA may, in its sole and absolute discretion, extend credit to the customer, on terms and conditions to be determined by ADLTA from time to time. ADLTA reserves the right to:
(a) require a customer to provide a security deposit, a bank guarantee and/or personal guarantees;
(b) change the conditions or add further conditions at any time;
(c) withhold supply or cease work at any time, or if works or supply have been completed; and/or
(d) terminate the credit account immediately upon written notice,
in its absolute discretion, at any time, and ADLTA shall not be required to give reasons.
- Any representations by the customer to ADLTA may be considered by ADLTA in deciding whether and how to grant credit to the customer. Written notice of any changes to the owners of the customer must be given to ADLTA. Until such notice, the customer and any Directors shall indemnify ADLTA for any loss, damage, costs and expenses incurred in trading with the customer or any entity or shareholder that may have purchased the customer’s business or any interest or shares therein.
- If credit is Granted by ADLTA, the customer shall pay all monies as and when directed by ADLTA. If payment is not made in accordance with these terms, in addition to all rights set out in paragraph 4 herein, all amounts on any account shall at ADLTA’s option become immediately due and payable in full and ADLTA may charge the customer interest on the balance from due date of invoice until payment at a rate of 2% per calendar month.
- The customer shall have no claim or action against ADLTA for any direct or indirect loss or damage suffered by the customer as a result of ADLTA undertaking any of the actions set out in paragraphs 4 and 6 herein. The customer shall indemnify and hold indemnified ADLTA from any claims or actions by third parties for loss or damage suffered by them as a result of ADLTA’s actions set out in paragraphs 4 and 6 herein.
- Subject to these terms, no order shall be cancelled without ADLTA’s written consent. If a customer purports to cancel any order, ADLTA may treat such purported cancellation as a repudiation of the contract and the customer shall pay for all loss, damage, costs, expenses, interest fees, charges incurred or suffered by ADLTA as a result of such repudiation.
- Quotations are based on instructions from the customer to ADLTA prior to issue of written quotation. Changes in such instructions may vary the quotation. Variations in quotes may also occur if goods or parts are not available or if substitute goods are selected.
- If ADLTA is delayed or prevented from completing orders because of lockouts, strikes, riots, fire, inclement weather, any delays, loss or damage in transit, war, civil commotion, government action, failure of utilities or circumstances beyond ADLTA’s control, the time for completion of the order shall be extended as necessary without any penalty or claims against ADLTA. The customer agrees that it is reasonable, that if a site becomes unionised, the customer will pay ADLTA’s increased expenses, by a surcharge of up to 20% of the quote.
- If part completion is possible despite the reasons in the preceding clause, ADLTA may partly complete the order and the customer shall accept those goods and/or services and pay for the part order that has been completed.
- The means of delivery goods or services shall be ADLTA’s discretion. ADLTA may issue invoices requiring part payment at intervals and amounts at ADLTA’s discretion. The customer must pay each invoice in accordance with these terms of trading.
- Any liability of ADLTA for loss or damage during carriage handling and/or storage to any goods is limited at ADLTA’s option to the replacement or repair of the goods or to credit the customer’s account with the value of such damaged goods. The customer shall have no claim against ADLTA for consequential loss or damage.
- The customer shall inspect all goods and work by ADLTA immediately upon delivery or completion. Claims relating to a defect in manufacture of goods or nonconformity with an order for goods or services shall be made in accordance with the Claims Procedure attached within 7 business days of delivery of the goods or completion of the services or the customer shall be deemed to have accepted the condition of the goods and services. The customer shall pay for the goods and services pending determination of the claim by ADLTA. ADLTA shall not be liable for freight costs for return of goods.
- Immediate notice must be given to ADLTA of any change of address, telephone or facsimile numbers or address for delivery to the customer.
- Prices may change without notice, unless previously agreed in writing.
- Subject to statutory warranties express or implied which by law cannot be excluded, all warranties conditions and representations whether express or implied are expressly negated. If a warranty or condition is implied by law, ADLTA ’s liability to the extent permissible by law, is limited at the election of ADLTA in the case of goods, to:
(a) Replacement of goods or supply of equivalent goods;
(b) Repair of goods; or
(c) Payment of cost of replacement goods.
And in the case of services:
(a) The supply of the service again; or
(b) Payment for the cost of the service.
Claims against ADLTA do not extend to consequential loss or damage.
- Failure by ADLTA to insist upon strict performance of any contract between the parties or of any term hereof shall not constitute a waiver.
- Risk shall pass to the customer upon delivery, but property and title in goods remain with ADLTA until ADLTA receives full payment. Until receipt of payment, the customer holds the goods as bailee for ADLTA. If any such goods are sold to a third party, ADLTA shall be entitled to the monies paid by the third party to the extent necessary to satisfy the monies owing to ADLTA. The goods must not otherwise be disposed of until ADLTA receives payment. The customer shall keep the goods insured and safe and readily identifiable. If the customer defaults in any term of any contract between the parties or any credit facility is terminated by ADLTA, ADLTA may require the immediate return of the goods and is permitted to enter any premises, using reasonable force, to re-possess the goods. If permission of any third party is required, the customer shall obtain that permission at its own expense. ADLTA may re-sell the goods and the customer must pay any shortfall between that sale price and the debt owing to ADLTA together with any loss and damage suffered by ADLTA and the customer shall have no claim against ADLTA for any loss or damage whatsoever.
- Notices to the customer shall be posted by pre-paid postage or personally delivered to the customer’s last known business address or faxed to the customer’s last known facsimile number.
- Notices to ADLTA must be posted by security post or its equivalent at its address and receipt deemed upon delivery by Australia Post to ADLTA.
- ADLTA is not obliged to fulfill any orders until all monies due to ADLTA by the customer for prior orders or progress payments are paid in full.
- If the customer is in default for 7 days or becomes bankrupt, insolvent, is under administrator or in liquidation, ADLTA may cancel any uncompleted orders, and recover from the customer any loss, damage, costs, interest, fees, charges and expenses incurred and suffered by ADLTA in relation to the enforcement of these terms and conditions or because of the customer’s default or cancellation, including but not limited to legal costs on a solicitor and own client basis. There shall be no claim against ADLTA for such cancellation.
- These terms and conditions and any terms and conditions implied by statute constitute the entire contract between the parties.
- The customer shall in addition to any monies otherwise payable hereunder pay GST for goods and services purchased.
- The customer irrevocably authorises ADLTA to make such enquiries as they deem necessary and as are allowed by law of or incidental to the customer’s credit history or that of its directors.
- In consideration of ADLTA agreeing to enter into this contract with the customer, we, the directors of the customer, (“Guarantors”) personally agree that we are jointly and severally obliged to pay to ADLTA and shall indemnify ADLTA as a continuing obligation in respect of all monies due to ADLTA by the customer.
- As security, the customer and Guarantors Grant a charge in favour of ADLTA, over the whole of the assets of the customer and/or the Guarantor and without limiting the foregoing, ADLTA may lodge a caveat over any freehold land in Australia of the Guarantors or the customer.
- Any contract between ADLTA and customer is subject to Victorian law.
- The customer and Guarantors declare that any credit provided by ADLTA is wholly or predominantly for business or investment purposes (or both).