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1. Definitions

In these Terms and Conditions:
(a) “Buyer” means any person, firm or company including successors and assigns who has requested the supply of goods by the Supplier.

(b) “Consumer Law” means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

(c) “GST” means the goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

(d) “PPSA” means the Personal Property Securities Act 2009 (Cth).

(e) “Supplier” means Lasercraft Australia Ltd ABN 11 003 362 481 and its successors and assigns.

(f) “supply contract” means an agreement for the supply of goods by the Supplier to the Buyer.

2. Orders

2.1 The Buyer can request the Supplier to supply goods by making a request in writing identifying the goods, the quantity, and specifying a date for delivery. The Supplier will then provide a quote for the goods.

2.2 The Buyer can accept the quote within 90 days of the date of the quote by writing to the Supplier. An order will not be placed until the Buyer accepts the quote in writing within this timeframe.

2.3 If the quote is not accepted within 90 days, then the quote is no longer valid, and the Buyer must make another request for goods by following the procedure in clause 2.1.

2.4 The Supplier may in its absolute discretion refuse to provide a quote, or supply goods, to the Buyer if:

(a) the goods requested are unavailable for any reason;

(b) the Buyer’s credit limits have been reached or exceeded; or

(c) payment for goods previously supplied to the Buyer has not been received.

2.5 A supply contract cannot be cancelled unless the Supplier consents in writing. If a supply contract is cancelled, the Buyer indemnifies the Supplier in respect of all losses, costs and expenses incurred by the Supplier as a result of the cancellation.

2.6 A supply contract cannot be varied unless the Supplier consents in writing. The Supplier may consent to a variation on any terms and conditions it sees fit, including an increase in price and change of delivery date.

2.7 The Supplier may provide sample goods to the Buyer. Title to the sample goods remains with the Supplier and are provided on a loan basis only. If the sample goods are not returned to the Supplier within 14 days of the sample goods being delivered to the Buyer, the Buyer must pay for the sample goods within 30 days of a tax invoice from the Supplier.

3. Credit

3.1 If the Buyer applies for a credit account with the Supplier, the Buyer consents to the Supplier conducting any checks of the Buyer’s credit history, banking or trade references or financial circumstances as the Supplier considers relevant.

3.2 If the Buyer’s credit history or references or financial circumstances are unsatisfactory or become unsatisfactory to the Supplier in its absolute discretion, the Supplier can refuse to provide the Buyer with a credit account or withdraw the credit account at any time.

3.3 If the Buyer applies for a credit account and is approved by the Supplier, unless otherwise agreed, the Buyer will receive a credit limit of up to $5,000.

3.4 If the Buyer wishes to increase the credit limit, the Buyer must make a request in writing to the Supplier. The Supplier, in its absolute discretion, may agree or refuse an increase in the credit limit or may impose any conditions it sees fit. If the Supplier does not respond within 21 days of the request, the increase is deemed to have been refused.

4. Payment

4.1 If a credit account has been not made with the Supplier, payment must be made as follows:

(a) For orders under $1,000, full payment on or before delivery of the order; or

(b) For orders over $1,000, 50% deposit upon acceptance of the quote by the Buyer, and the balance within 7 days of acceptance of the quote.

4.2 The Supplier may refuse to deliver the goods if full payment is not received on or before the proposed delivery date.

4.3 If a credit account has been made with the Supplier, the Supplier will provide a tax invoice to the Buyer and payment must be made within 30 days of the end of the month the tax invoice is sent.

4.4 The Buyer must pay all monies to the Supplier without any set-off.

4.5 If payment is not made by the due date, the Buyer must also pay interest at a rate of 15% per annum calculated on a daily basis from the due date of payment until the actual date of payment.

5. GST

5.1 Words defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meanings when used in this clause.

5.2 If a party make a taxable supply under or in connection with the supply contract, the recipient of the supply (“Recipient”) must pay the party making the supply (“Supplier”) an additional amount equal to the GST payable on that supply at the same time and on the same basis as the consideration for the supply is paid.

5.3 Before a GST payment is made, the Supplier must issue the Recipient with a tax invoice in respect of that supply.

5.4 If a payment to a party pursuant to these Terms and Conditions is a reimbursement or indemnification, calculated by reference to a loss, cost or expense, incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.

6. Warranties and representations

6.1 If the Consumer Law applies to a supply contract, then the Supplier’s goods come with guarantees that cannot be excluded under the Consumer Law. The Buyer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Buyer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

6.2 To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations are excluded from the supply contract.

6.3 Subject to the Consumer Law, the Buyer acknowledges that the Supplier does not give or make any warranty, assurance, promise or representation regarding the quality, fitness for use, suitability or merchantability of goods for any purpose whatsoever, and that in entering into the supply contract, the Buyer has relied entirely on the Buyer’s own knowledge, skill and judgment.

6.4 The Supplier is not liable for any losses, damages, costs or expenses incurred by the Buyer if the Supplier fails to deliver the goods pursuant to clause 4.2 or fails to deliver the goods by the proposed delivery date, or breaches the supply contract or these Terms and Conditions.

6.5 If the Consumer Law does not apply to a supply contract, then any liability of the Supplier that is not excluded pursuant to clauses 6.2, 6.3 or 6.4 is limited to any of the following as determined by the Supplier in its absolute discretion to:

(a) the replacement of the goods or the supply of equivalent goods;

(b) the repair of goods;

(c) payment of the cost of replacing the goods or acquiring equivalent goods; or

(d) payment of the cost of having the goods repaired.

7. Retention of title and Personal Property Securities Act

7.1 In this clause, words and phrases that have defined meanings in the PPSA have the same meaning as in the PPSA unless the context indicates otherwise.

7.2 The risk of loss of, or damage to, goods supplied under a supply contract passes to the Buyer on delivery of the goods.

7.3 Title to goods delivered to the Buyer will remain with the Supplier until the Buyer has paid all amounts owed to the Supplier in full. If payment in full is not made on the due date, the Supplier has the right, with or without prior notice, to recover possession of the whole or any part of the goods (and the Buyer agrees that the Supplier may enter any premises occupied by the Buyer to satisfy that purpose) without prejudice to other rights and remedies.

7.4 The Supplier may at its discretion register a security interest on the Personal Properties Security Register to secure its interest in the goods pursuant to clause 7.3, including registering a security interest over all of the Buyer’s present and after-acquired property.

7.5 The Buyer consents to the Supplier perfecting any security interest that these Terms and Conditions provide for by registration under the PPSA. The Buyer agrees to do anything the Supplier reasonably asks to ensure that the security interest:

(a) is enforceable, perfected and otherwise effective; and

(b) has priority over all other security interests.

7.6 To the extent the law permits, the Buyer waives its right to receive any notice (including notice of a verification statement) that is required by the PPSA. However, this does not prevent the Supplier from giving a notice under the PPSA.

7.7 The Buyer agrees not to exercise its rights to make any request of the Supplier under section 275 of the PPSA. However, this does not limit the Buyer’s rights to request information other than under section 275.

7.8 To the extent the law permits, the Supplier need not comply with, and the Buyer may not exercise rights under, any provisions of Chapter 4 of the PPSA that may be contracted out of.

7.9 The Buyer must notify the Supplier at least 14 days before it does any of the following:

(a) changes its name;

(b) changes its place of registration or incorporation;

(c) changes or applies for an ACN, ABN, ARBN or ARSN under which an interest in any of the goods is or will be held.

8. Default

8.1 Each of the following occurrences constitutes an event of default:

(a) the Buyer breaches or is alleged to have breached a supply contract for any reason (including, but not limited to, defaulting on any payment due under a supply contract);

(b) the Buyer:

(i) being a natural person, commits an act of bankruptcy; or

(ii) being a corporation, is subject to:

(A) a petition being presented, an order being made or a meeting being called to consider a resolution for the Buyer to be wound up, deregistered or dissolved;

(B) a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 (Cth) being appointed to all or any part of the Buyer’s property and undertaking;

(C) the entering of a scheme of arrangement (other than for the purpose of restructuring); or

(D) any assignment for the benefit of creditors; or

(E) the Buyer ceases or threatens to cease conduct of its business in the normal manner.

8.2 Where an event of default occurs, except where payment in full has been received by the Supplier, the Supplier may:

(a) refuse to deliver goods;

(b) repossess and re-sell any goods delivered to the Buyer, the payment for which has not been received; or

(c) retain (where applicable) all moneys paid on account of goods or otherwise.

8.3 In addition to any action permitted to be taken by the Supplier under clause 8.2, upon the occurrence of an event of default, the Supplier may terminate all supply contracts and credit arrangements with the Buyer. No compensation will be paid to the Buyer and the Supplier is not liable for costs, losses or claims as a result of the termination of supply contracts or credit arrangements.

8.4 For the purposes of 8.2(b), the Buyer grants an irrevocable licence to the Supplier or its agents to enter the Buyer’s premises or job site in order to recover possession of the goods. The Buyer indemnifies the Supplier in respect of any damage to property or personal injury which occurs as a result of the Supplier entering the premises or job site of the Buyer.

8.5 Clause 8 does not limit the generality of any other clause of this agreement.

9. Additional charges

In addition to payment for the goods, the Buyer is responsible for:
(a) any storage costs or charges where the goods are not collected immediately upon delivery;

(b) all costs, expenses or losses incurred by the Supplier in respect of any variation to the supply contract;

(c) legal costs and disbursements on an indemnity basis incurred by the Supplier as a result of the Buyer’s breach of the supply contract or these Terms and Conditions including by failing to pay for the goods.

10. General

10.1 All goods supplied by the Supplier to the Buyer are supplied pursuant to these Terms and Conditions.

10.2 These Terms and Conditions cannot be varied or waived except if it is done in writing by the Supplier.

10.3 No waiver by the Supplier of any breach of these Terms and Conditions will be construed as a waiver of any subsequent breach of the same or any other Term or Condition.

10.4 Any term or condition of these Terms and Conditions (whether a whole clause or part of a clause) which is invalid, unlawful, void or unenforceable may be severed if it does not affect any essential term of these Terms and Conditions.