1. GENERAL. All goods are sold by the Company strictly upon the basis of these General Conditions of Sale. The placing of an order with the Company by the Purchaser thereby signifies the Purchaser's acceptance of these Conditions. No contract shall arise until acceptance of the Purchaser's order by the Company.
2. QUOTATIONS AND TENDERS. A quotation or tender by the Company shall not constitute a binding offer by the Company and may be withdrawn at any time.
3. PRICES. All prices are net and where a credit account has been approved, accounts are payable within thirty (30) days from the date of invoice unless
otherwise agreed by the Company in writing.
4. PRICE LIST. In the absence of written tender by the Company goods will be supplied at the prices and, where applicable, with the rates of discount specified in the Company's price lists applicable at the date of acceptance of Order by the Company, provided that if in the period between acceptance of Order and first available delivery by the Company there is an increase in the Company's published prices for those goods the Company shall be entitled to charge the higher price and any Order shall be deemed to have been varied in that respect. The Company's published price lists may be varied at any time without notice. Publication of a price list does not bind the Company to sell at the prices so listed, nor at any other price.
5. NEW ACCOUNTS. Where a credit account is desired, the Company's formal credit application must be completed and signed and approved by the Company before any delivery shall commence.
6. PACKING. No charge is made for packaging except for the costs of crates, cases or other containers, the cost for which will be paid by the Purchaser and such cost will be refunded or credited by the Company upon return at the customer's expense to the Company's offices of such containers in good condition.
7. DELIVERY. The cost of cartage to Purchasers in Sydney, Newcastle, Wollongong, Melbourne, Brisbane, Townsville, Adelaide, Perth, Hobart, Canberra and Darwin will be paid by the Company. The cost of deliveries elsewhere may be charged to the Purchaser unless otherwise agreed by the Company in writing.
8. LOSS OR DAMAGE AND RISK. The risk of any goods supplied by the Company and liability for any consequent damage shall pass to the Purchaser
immediately upon delivery to the Purchaser or to any carrier or agent acting on behalf of the Purchaser. Any claim against the Company for damage or short delivery must be made in writing addressed to the Company and received within five (5) working days of delivery and in the case of damage, goods must be safely stored and made available for inspection by the Company. Any claim as above must advise the Company of the following details:
− Advice note number
− Date consignment received
− Carrier’s name
− Date carrier advised
− Condition of Package
− Extent of damage or shortage
The Purchaser will be deemed to have waived any claim for damage or short delivery not complying strictly and in every respect with the foregoing procedure.
9. DELAY. While every effort will be made to adhere to the required delivery times the Company shall not be liable for any failure to procure or deliver, or for any delay in procurement or delivery of goods to the Purchaser arising from any cause beyond the Company's control.
10. DEFAULT BY PURCHASER. If the Purchaser makes default in payment or otherwise fails to carry out the terms of or repudiates this or any other contract with the Company, or if the Purchaser stops payment, calls a meeting of his creditors or becomes insolvent or subject to the bankruptcy laws, or being a company calls a meeting for the purpose of or goes into liquidation or has a winding-up petition presented against it or has a Receiver appointed, the Company may at its option and notwithstanding its waiver of such default or failure and without prejudice to its other rights under the contract, suspend or cancel the contract or require payment in cash before or on delivery or tender of goods notwithstanding the terms of payment specified or may take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for any loss resulting from such re-sale.
11. PROPERTY. The entire property in the goods shall be and remain with the Company until the full amount due to the Company in respect of the same has been paid. If the Purchaser re-sells the goods in a manner such that the Company's title is extinguished or postponed, then any funds received by the Purchaser from such resale shall before receipt be set aside and held upon trust for the Company. If the goods are employed in such a manner that they become a constituent part of another manufactured object or objects then the Purchaser will be deemed to have sold such goods and the proceeds of such sale will before receipt be set aside and held upon trust for the Company.
12. WARRANTIES. All ZG Lighting Australia luminaires are warranted for 12 months to be free from defects in workmanship and materials provided the luminaires are used on proper mains voltage supply, are installed correctly by competent personnel and have not been subjected to misuse. The Company's liability under this warranty is limited to making all necessary replacements of faulty component parts of luminaires during the 12 month period without charge provided the purchaser returns the luminaires to the Company's factory. The Company will not be liable for charges incurred by the purchaser for rectification of the luminaires during either the installation period or the maintenance period unless the charges have been previously approved in writing by the Company. However, the Company reserves the right to carry out rectification at its own factory or other maintenance facilities. This warranty does not apply to light sources, whether supplied separately or as part of a luminaire. Where the manufacturer of the light sources gives a warranty, the Company does not accept any liability in relation to the manufacturer's warranty and the customer should make all claims under the manufacturer's warranty directly against the manufacturer.
12A. EXCLUSIONS and LIMITATION. The only warranty the Company gives in relation to its goods and services is the one set out in clause 12. The Company excludes all other representations, warranties, conditions and promises in relation to its goods and services. This exclusion applies to all such representations, warranties, conditions and promises, including:
- any warranty or condition in respect of the quality, fitness or suitability, or state or condition of the Company's goods or services;
- any warranty or condition implied by law, unless by law the Company is prevented from excluding it.
Where by law the Company is prevented from excluding an implied warranty or condition but is permitted to limit its liability for a breach of the warranty or condition, the Company does so limit its liability -
- in the case of its goods, to replacing the goods or paying the cost of having the goods replaced
- in the case of its services, to supplying the services again or paying the cost of having the services supplied again.
The Company also excludes its liability for negligence and limits its liability for any breach of these General Conditions of Sale to the price of the goods or services supplied. The Company will not be liable for any economic or financial loss or damage, nor for any consequential or indirect loss or damage, directly or indirectly caused by the Company or its goods or services.
13. SPECIAL ORDERS. Orders for goods of non-standard voltages or which are of types not Included in the Company's product catalogues constitute "Special Orders." All Special Orders are made and accepted strictly on the basis that quantities actually delivered may vary to a range of 10% or more or less than the quantity ordered and the Purchaser will accept delivery of all such goods payment to be calculated on the quoted unit price.
14. RETURN OF GOODS. Goods may only be returned upon the prior written consent of the Company. Unless waived by the Company, a handling charge will be deducted from any credit allowed. The Company shall not without having given its express prior agreement be liable for any expense whatever in relation to return of the goods.
15. HANDLING CHARGE. The customer agrees that each order to a value of less than $100 shall be subject to an additional handling charge, payable with invoice.
16. DESCRIPTIVE MATTER AND ILLUSTRATIONS. All descriptive and forwarding specifications, all drawings and particulars and weights and dimensions, and all publicity and promotional material issued by the Company is intended to be illustrative only. None of the foregoing nor any particulars or representations contained therein shall form part nor be deemed to have been incorporated in any contract with the Company.
17. INTERPRETATION AND PROPER LAW. The contract arising from the acceptance of the Purchaser's order shall be governed in all respects by and
construed in accordance with the law of the State of New South Wales. Unless precluded by contract in these conditions the singular shall include the plural and vice versa and a gender shall include all genders. The words "the Purchaser" shall include all servants, agents and employees of the Purchaser.
18. SALES TAX RATES. Where nominated are based on current ruling Federal and State laws. Any changes to or introduction of new statutory charges will be to the purchasers account.
19. DESIGN. The company reserves the right to improve or modify any designs without prior notice.