1.What is the purpose of this agreement?
1.1This agreement sets out the terms that apply to the relationship between you (and “your”) and Lufema Pty Limited.
2.What information about you can we collect?
2.1You agree to provide us with and allow us to use information necessary to give effect to this agreement and provide you with the products and services (“your information”). We will not hold your information longer than required for the purposes of its collection.
2.2Unless your consent is withdrawn in writing, you agree to us disclosing any of your information:
–to give effect to or enforce our obligations under this agreement or a finance agreement; or
–when authorised by you or required by law;
–to assess your credit worthiness; and
–to market any of our products to another person or entity.
2.3We will not use your information unless we have reasonably ensured it is accurate, complete, relevant and not misleading. If we give your information to another entity we will do everything reasonably within our power to prevent unauthorised use or disclosure of your information.
3.What are our products and services?
3.1“Products and services” and “product(s)” means and includes, without limitation, all goods and inventory (whether separate, attached to something or performed work on), services and out of pocket expenses provided to you by us and identified:
–in any account, financial agreement, application, order form, packing slip, email, supply request, quote, invoice, statement or other document issued by us to you, which are deemed to be incorporated into and form part of our agreement with you; or
–as ours by marking or a manner of storage enabling them to be identified as ours.
4.What is the price?
4.1The price is the cost of the products and services as agreed between you and us from time to time including all out of pocket expenses. You agree to reasonable changes in the price at any time.
4.2If no price is stated in writing or orally agreed, the products and services will be deemed to be provided at the cost that we provide those products and services at the time of the transaction.
5.What happens when we give you a quote?
5.1When we give you a quote for products and services:
–unless otherwise agreed or withdrawn in writing, the quote will be valid for thirty (30) days from the date of issue;
–the quote will be exclusive of GST unless stated otherwise;
–we have the right to alter the quote because of circumstances beyond our control; and
–you agree to pay for the extra costs incurred where other products and services are required 10.2 in addition to the quote or you request alterations.
6.When and how do you pay us?
6.1You agree to pay us:
–On or before the 7th day following the date of our invoice (the due date”) if by a 7 day account as agreed between you and us, unless otherwise agreed in writing. If you pay before the due date a 5% prompt payment discount will apply;
–If not by a 7 day account, on or before the 30th day following the date of our invoice (‘the due date”) unless otherwise agreed in writing. If you pay before the due date a 2.5% prompt payment discount will apply;
–interest on any amount you owe after the due date at a rate of 2.5% per month or part month;
–any expenses, including debt collection and legal costs, that we incur as a result of enforcing any of our rights contained in this agreement;
–without set-off, deduction or counterclaim; and a deposit when required.
7.What warranties apply?
7.1Manufacturer’s warranty where applicable.
7.2If you are in trade, you agree that guarantees under the Consumer Guarantees Act 1993 do not apply.
7.3Subject to any obligation to you under the Consumer Guarantees 1993 and the Carriage of Goods Act 1979, if we are deemed to be liable to you for any loss or damage of any kind, arising from the provision of services to you, including consequential loss, whether suffered or incurred by you or another person or entity and whether in contract or tort or otherwise, then it is agreed by you, that our total liability is limited to the value of the products and services provided to you.
7.4We are not liable for delay or failure to perform our obligations if the cause is beyond our control.
7.5If you wish to return goods due to fault or any other reason, we may repair or replace the products or credit your account at our discretion. You will be responsible for the cost of returning any product. A no returns policy applies to all products provided on special order or at a discounted sale price.
7.6You agree that samples of products shown to you may vary from products provided to you.
8.What ownership and security rights do we have?
8.1Until you have paid us in full for all products and services provided by us we retain ownership of and hold a security interest in all products.
8.2You agree that we may exercise a general lien against any goods subject to services in our possession for any default. If the default is not remedied within seven (7) working days of the default occurring then we may remove, store and/or sell any goods subject to the services and apply the proceeds towards any amount owed by you.
8.3We own all existing and new intellectual property rights connected to the products and services and any brands associated with the products and services.
8.4You agree that we hold security interest in all of your present and after acquired property. You agree to waive your entitlement under s 148 of the Personal Property Securities Act 1999 to receive a copy of a verification statement where we have registered our interest.
9.When are we responsible for the products?
9.1We are responsible for the products until the products are delivered to you.
9.2Delivery to you is complete when we give the products directly to you or another person who will give the products to you, or leave them on your premises.
9.3We will arrange delivery of products ordered in advance only when when you have paid in full.
9.4We may make partial deliveries of products listed in one order or invoice.
9.5The time stated for delivery is an estimate only, we are not responsible for any delay in delivery.
10.When may either you or us cancel?
10.1We have the right by notice to suspend or cancel any part of any agreement for the provision of products and services to you if you default by:
–failing to pay or indicating you will not pay any sum owing by the due date;
–any of your creditors seizing or indicating they will seize any products provided to you;
–products in your possession becoming materially damaged while any amount owed to us remains unpaid;
–being bankrupted or put into liquidation;
–a receiver being appointed over or a landlord possessing any of your assets;
–a court judgment entered against you remaining unsatisfied for seven (7) days; – breaching the terms of this agreement; and
–an adverse material change in your financial position.
10.2Cancellation or suspension will not affect our claims for any amount due at the time of cancellation or suspension, damages for any breach of your obligations under this agreement and any other legal rights we may have.
10.3You agree that if you default we may enter any premises occupied by you to inspect or retrieve any products
10.4If you wish to cancel any order, you must provide written notice to us within 15 days of the date of the order. We may refuse to cancel any order if we have reasonably relied on the instructions of the order.
11.Does a personal guarantee apply?
11.1If you are a director of a company or the trustee of a trust:
–in exchange for us agreeing to supply products and services and grant credit to the company or the trust, you also sign this agreement in your personal capacity, and jointly and severally personally undertake as principal debtors, to pay everything that the company or trust owes us, and to indemnify us against non-payment and/or default; and
–any personal liability of you as director or trustee will not exclude the company or trust from the liabilities and obligations contained in this agreement.
12.What else are you agreeing to?
12.1On occasions we may outsource (contract out) part of the work required to produce the products and services. You agree to pay for all amounts due in connection with the outsourcing.
12.2If we fail to enforce any of the terms of this agreement it will not be deemed to be a waiver of any of the rights or obligations we have under this agreement.
12.3On occasions we may outsource (contract out) part of the work required to produce the products and services. You agree to pay for all amounts due in connection with the outsourcing.
12.4If any of these terms are determined to be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining terms will not be affected.
12.5Any instructions we receive from you will be subject to this agreement.
12.6If any dispute arises between you and us we must be notified within seven (7) days. If the dispute relates to delivery then we must be notified within three (3) days.
12.7You agree that all documentation related to this agreement may be served on you by email.