Terms & Conditions
LHD GROUP AUSTRALIA PTY LTD
SUPPLY OF LHD PRODUCTS OR SERVICES
TERMS AND CONDITIONS OF SALES
1. PRICES AND PAYMENT
Prices for products or services supplied shall be as quoted by LHD. Payment is to be made in full prior to delivery unless the Purchaser has prior credit arrangements with LHD. Unless otherwise agreed in writing with LHD, LHD’S credit terms provide that all payments shall be made within 20 days from the end of the month in which the invoice is issued.
If the Purchaser fails to make payment in accordance with these terms, all amounts owing by the Purchaser to LHD on any account shall immediately become due and payable. Interest shall be paid by the Purchaser on late payments at the rate of 18% p.a. from the due date until LHD receives payment in full. In addition to its rights at law LHD shall be entitled to cancel the agreement or discontinue supply of products or services, if payment has not been made in accordance with these terms.
2. TAXES AND DUTIES
Unless otherwise stated, all prices quoted by LHD are net, inclusive of duties, but exclusive of sales tax or goods and services tax. Prices are subject to change according to changes that may occur in prevailing rates of duties, sales tax or goods and services tax. The Purchaser must pay any goods and services tax which is invoiced by LHD.
3. CANCELLATIONS AND RETURNS
This agreement, or any order or part thereof subject to this agreement, may be modified or cancelled by the Purchaser only with the written consent of LHD and only on terms which will indemnify LHD against any loss, expense or damage. Orders for non-standard products, being those specially made or ordered by LHD or the Purchaser, are non-cancellable and non-returnable. Products may only be returned for credit if so agreed in writing with LHD before the return. Such products returned for credit must be returned to LHD with packing slip and invoice number within 14 days of delivery, and if not returned within this time will be deemed to have been accepted by the Purchaser. With the exception of products that have been incorrectly shipped by LHD, products returned for credit may be subject to a 15% handling charge.
4. DELIVERY AND SHIPMENT
Delivery shall be subject to reasonable notice from the Purchaser to LHD and confirmation of delivery times by LHD. The Purchaser shall not be relieved from any obligation to accept or pay for the products or services by reason of any delay in delivery. Any delivery times advised to the Purchaser are estimates only give in good faith by LHD, who shall not be responsible for any loss, damage or delay whatsoever or howsoever occasioned to the Purchaser arising from late delivery or supply of the products or services. LHD reserves the right to make a reasonable charge for storage if delivery arrangements or instructions are not given to LHD by the Purchaser within seven days of a request by LHD for such information, or alternatively sell the products or services to other Purchasers.
5. RIGHTS IN RELATION TO PRODUCTS
The risk in relation to the products shall pass to the Purchaser on delivery but title to the products will only pass to the Purchaser when the products are paid for in full. Until the products are fully paid for by the Purchaser, LHD shall: -
(i) retain title to the products;
(ii) be entitled to require the Purchaser to return any unsold products within 7 days of LHD giving notice requiring such return;
(iii) have the unrestricted right to enter the Purchaser’s premises (or the premises of any associated company or agent where the products are located) without liability for trespass or any resulting damage and re-take possession of the products; and
(iv) be entitled to keep or re-sell any products so re-possessed.
Products re-sold, or the sale of products manufactured using the products, are sold by the Purchaser as fiduciary agent for LHD. If LHD has not been fully paid for the products, the Purchaser shall hold the proceeds of any such sale on trust for LHD and shall pay any such amount to LHD upon request. Nothing herein shall limit or exclude the remedies available to LHD at law.
6. PERFORMANCE AND DESCRIPTION
Any product description or other particulars associated with or given in a quotation, descriptive literature, catalogue or other information by LHD may be subject to change without notice. Advice, performance criteria, information or the like given by LHD whether in relation to its own or a third party’s products or services, is given in good faith. Any liability thereby arising will be limited in accordance with Clause 7 of these terms and conditions. The Purchaser hereby acknowledges that it has satisfied itself as to the suitability of the products or services for the Purchaser’s particular purpose or use, and will ensure the products or services are safe for the intended purposes.
(i) LHD agrees in respect of products manufactured or services provided by it to make good any defects by repairing the same or at LHD’s option, replacement or payment of an amount equal to the cost of repair or replacement, within a period not exceeding 90 days after supply or installation, provided that:-
(a) LHD considers defects have arisen solely from faulty material or workmanship;
(b) the products have not been subjected to maltreatment, or interference;
(c) the failure or defect has not been the result of inattention or misapplication by the Purchaser;
(d) instructions specified are strictly complied with and the products have been used or operated on the conditions and for the purposes specified;
(e) other products or accessories used by the Purchaser in conjunction with the products or services are manufactured by or approved by LHD
(f) the defective parts are promptly returned to LHD
(ii) In the case of products or services supplied but not manufactured by LHD the guarantee of the manufacturer thereof shall be accepted by the Purchaser in lieu of any other warranty herein and is the only express guarantee given to the Purchaser in respect of the products or services;
(iii) Except as provided above and to the maximum extent permitted by law, all representations, express and implied warranties, guarantees and conditions as to merchantability, description, quality or suitability and fitness of the products for any purposes whether as to design, assembly, installation, materials, workmanship or otherwise whether express or implied by statute, or otherwise, are expressly excluded;
(iv) To the maximum extent permitted by law, LHD’s liability for breach of the express warranties provided herein, for breach of statute, for breach of conditions or warranties implied by law which cannot be excluded, or for breach of a duty of care, is strictly limited in the case of supply of products to repair of, the replacement of or payment for, the products and in the case of services to the re-supply of the service or an equivalent service or at LHD’s option an amount equivalent to the cost of supply of the service or an equivalent service and will be reduced by the extent of any contributory negligence of the Purchaser;
(v) To the maximum extent permitted by law, LHD excludes liability for any incidental, indirect, special, or consequential losses or damages, or economic losses, including but not limited to loss of clientele, loss of business revenues or loss of profits, in relation to the supply of products or services by LHD whether arising out of breach of the express warranties provided herein, express or implied warranties, breach of statute, breach of any duty of care or in any way whatsoever to any person, corporation or other entity.
The Purchaser indemnifies LHD against any liability, loss, claim, expense or demand arising from any false, misleading, deceptive or untrue representation or statement made by the Purchaser to any person concerning the products or services supplied under this agreement. The Purchaser acknowledges that it shall not use the LHD logo or brand names in the Purchaser’s advertising without first obtaining consent in writing to do so from LHD.
9. INTELLECTUAL PROPERTY
In the event any claim is made arising out of or in conjunction with the Purchaser‘s action, for infringement of intellectual property rights relating to the products or services LHD shall have the right to suspend further sales and deliveries to the Purchaser until proper disposal of any and all such claims. In no event shall LHD be liable for any damages, costs or expenses by reason of any such claims, suit, proceeding or demand.
The Purchaser acknowledges the proprietary interests which LHD has in any trademark and trade name which are or may be used in connection with the products or services. All such trade marks and trade names are and shall remain the sole property of LHD. The Purchaser shall not without the prior written consent of LHD, register any trademarks and trade names which are or may be used in connection with the products or services. The Purchaser shall not register any where any trade marks or trade names which are the same as or similar to any trade mark or trade name of or used by LHD.
10. DEFAULT OF THE PURCHASER
If the Purchaser commits an act or omission in breach of the agreement or makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual) becomes bankrupt or (being a company) goes into liquidation or a receiver or administrator is appointed of any property or assets of the Purchaser or the Purchaser ceases or threatens to cease to carry on business or LHD reasonably apprehends that any of the events mentioned above are about to occur then (without prejudice to any other right or remedy available to LHD), LHD may cancel this agreement or suspend further sales or deliveries without any liability to the Purchaser. If the products or services have been delivered but not paid for, the price shall become immediately due and payable notwithstanding the terms of this agreement or any other agreement to the contrary.