These Terms, together with any communication from us accepting an order, apply to the ordering, delivery and supply of all lighting and other materials (“Products”) from Neue Pty Ltd trustee of The Brosnan Investment Trust T/A Lightcore (ABN 45 429 759 583) of Unit 1 5-7 Byres Street Newstead QLD 4006 at time or writing (“we” or “us”, which terms also include our successors and assigns) to you, the person or organisation ordering Products from us. They also apply to the lighting consultancy services that we provide (“Projects”).
Please read these Terms carefully and make sure you understand them before ordering Products or Projects from us. You should retain a copy of these Terms for future reference, but note that we may amend these Terms from time to time, so every time you order Products, please check the Terms.
1. Our Products
1.1. Images of Products on our website or in any digital or print advertising materials are for illustrative purposes only. We cannot guarantee that your computer accurately displays colours, and Products you order may vary slightly from those images.
1.2. All Products (whether shown on this website (“the Site”) or otherwise advertised by us or on our behalf) are subject to availability.
2. How the contract is formed between you and Lightcore
2.1. After you place an order, you will receive a letter and/or email from us acknowledging your order (“the Confirmation Letter”). The agreement between us will not be formed until we send you a Confirmation Letter and/or email.
2.2. If we cannot supply you with a Product – for example because that Product is not in stock or is no longer available or because of an error in pricing – we will inform you of this, and will not process your order but will contact you to discuss the most suitable alternative Product. If you accept the alternative, we will amend the order and invoice.If you do not accept an alternative but have already paid for the Product, we will refund you the full amount as soon as possible.
2.3. If you are ordering on behalf of a business or other organisation, you confirm that you have authority to bind that business or organisation to these Terms.
3. Cancelling orders
3.1. Subject to your rights under the Australian Consumer Law and related State and Territory legislation, once we have accepted your order, that order may only be cancelled, and a refund given, at our discretion (which we may exercise if, for example, we have not already placed your order with our suppliers).
4.1. Delivery of any Product will be at your cost and, unless you otherwise specify, we will use a standard courier service to deliver Products. Prices for delivery will vary depending on factors such as the size, weight and quantity of your order, the delivery location and the urgency of the delivery.
4.2. Delivery will be complete when we deliver your order to the address you give us during the ordering process.
4.3. You are responsible for providing us with a sufficient delivery address (including any times of day that may be
relevant). A street address must be supplied; we do not deliver to post office boxes.
4.4. If we wrongly address a Product or attempt delivery outside a time of day that you have specified and that we have agreed to, we will be responsible for re-delivery, replacement or a refund. If you have given an incorrect or insufficient address, or if you or someone acting on your behalf does not accept delivery at a time of day you have stated was available, we will not refund or resend the Product and you will bear all responsibility for correcting delivery or effecting re-delivery.
4.5. Time-frames for delivery are indicative only and any given to you during discussions with us are not to be treated as representations. We will not accept any responsibility for any loss, damage or injury you may directly or indirectly suffer as a result of or in connection with any delay or failure to deliver a Product within any indicated time-frames.
5. Unpacking and installation
5.1. We accept no liability for damage to Products during unpacking and/or installation unless we unpack and/or install that Product.
5.2. We will not be responsible for installation of a Product on or following delivery unless we agree to install the Product in writing (including in the Confirmation Letter).
6. Returns and refund
6.1 The Buyer may within ten (10) days of receipt of any goods claim the right to reject any goods which are wrongly supplied or oversupplied, or which are not in accordance with any express or implied representations, warranties, terms or conditions of the contract of sale, without limiting the Seller’s right to dispute any such claim. If the Buyer fails to notify the Seller in writing of its claim for rejection and reasons therefore within such period, the Buyer will be deemed to have accepted such consignments.
6.2 The Buyer may within six (6) months of receipt of any goods request from the seller a credit for goods supplied. It is up to the Seller’s discretion if goods can be accepted for credit and if any restocking fee may apply. Goods specifically manufactured for Buyer’s can not be returned for credit.
6.3 Return of any of the goods cannot be made by the Buyer:-
(a) without prior written authorisation of the Seller, and
(b) unless accompanied by the delivery docket showing the Seller’s authorisation reference number.
6.4 In the event that the Buyer returns goods other than in accordance with sub‐clause 6.2, the Seller shall reconsign those goods to the Buyer, freight collect.
6.5 The Buyer shall not cancel any order without the prior written consent of the Seller, which consent may or may not be granted in the Seller’s sole discretion and on terms that will indemnify the Seller for all losses.
6.6 In the event that the Seller agrees to the cancellation of an order, the Seller may as a condition of such cancellation, require the payment by the Buyer of a cancellation fee of an amount determined by the Seller in its reasonable discretion to compensate it for the loss suffered by it arising out of the cancellation.
6.7 At the Seller’s option, any order may be terminated by the Seller in the event of the insolvency of the Buyer or in the event of execution being levied against any of the property of the Buyer or in the event of the Buyer being placed in liquidation, whether voluntary or otherwise, or a receiver and manager or administrator being appointed in respect of the assets or undertaking of the Buyer or the Buyer entering into a deed of composition or arrangement with its creditors or any of them, or in the event that for any reason, in the Seller’s reasonable opinion, the Buyer is unlikely to be able to make payment for the goods on the due date.
7. Consultancy services
7.1. We are able to provide specialist consultancy services – including site assessments, lighting proposals and designs and site-specific lighting recommendations (“Projects”). The following additional conditions apply to Projects:
(a) Collaboration is the key to our project-tailored design service, and therefore you agree to:
(i) make yourself and other key people available to discuss a Project;
(ii) provide us and people working with us with all reasonable access to the relevant site for the purpose of expeditiously progressing and completing a Project;
(iii) promptly provide feed-back on our assessments, proposals and recommendations; and
(iv) promptly provide any other reasonable assistance that we may require to progress and complete a Project.
(b) We will not divulge any confidential information you disclose to us as part of any Project and, until a Project is completed, you must not divulge any confidential information we provide to you, including any assessments, proposals or recommendations.
(c) Our business hours are 9.00 am to 5:30 pm. Any work required to be performed on a Project outside these hours will (unless otherwise agreed in writing) be charged at premium rates (which are available from us on request).
(d) We retain copyright and all other intellectual property in any material we create for a Project, and consequently:
(i) you agree that we may, without limitation, use and authorise the use of such materials, including to enter design competitions, in publications on design, for educational purposes, in marketing materials, and in our portfolio (in line with industry practice, we will take reasonable steps to give you credit); and
(ii) you acknowledge that if you infringe our copyright, we may take legal action against you and you will bear all the cost (including all expenses and legal fees) relating to any such action.
8. Pricing & payment
8.1. All prices are quoted excluding GST, and all quotations are valid for 30 days only, after which they may be revised. If any other tax, import or duty is applicable to the supply of the Products, the amount levied or payable will also be payable by you.
8.2. We take all reasonable care to ensure that prices of Products are correctly advertised, but it is always possible that, despite our best efforts, some Products may be incorrectly priced. We will normally check prices as part of our despatch procedures so that:
(a) where the Product’s correct price is less than a price we have stated, we will charge the lower amount when despatching Products to you; and
(b) if the Product’s correct price is higher than the price we have stated, we will contact you in writing as soon as possible, giving you the option of continuing to purchase the Product at the correct price or cancelling your order; but not process your order until we have your instructions (and if we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing).
8.3. Prices for our Products may change from time to time, depending on the prices we are charged by our suppliers and depending on currency fluctuations. You acknowledge that this may be the case and that such circumstances are beyond our control and that we may revise the price payable in such cases.
8.4. Unless otherwise agreed in writing, payment for Products and for any applicable additional charges (including installation and delivery) must be made on placing your order.
8.5. If, as a result of a written agreement between us for payment other than on placing an order, any amount due to us under this Agreement remains unpaid for more than 30 days we may, from the due date until final payment is made, charge interest on the outstanding amount at the rate of 18% per annum, calculated daily; you must indemnify us for all costs, expenses and liabilities we may incur in recovering the amounts due; and we may cease supply of Products and/or stop working on a Project until all amounts due to us have been paid.
9. Warranties and indemnities
9.1. You warrant that you have the power and authority to enter into and observe your obligations under this Agreement, including that you have the power to bind a corporate entity if ordering on behalf of a company.
9.2. You will indemnify (and keep indemnified) Lightcore and/or Lightcore’s directors, officers, shareholders, employees, consultants and agents (collectively, “the Indemnified”) from and against any loss (including all legal costs and expenses on a solicitor-client basis, and including any costs incurred by Lightcore in enforcing its rights under this or any other agreement it has with you) or liability incurred by any of the Indemnified arising from any claim, demand, suit, action or proceeding by any person against any of those Indemnified where such loss or liability arises from any breach of this Agreement by the other party or by any of the other party’s officers, employees and agents.
10. Risk and title
10.1. The risk in Products passes to you upon our delivery of the Products, and you must insure them against that
risk until title passes to you.
10.2. Any title and ownership in the Products held by us will remain with us until the full purchase price and all other amounts owing to us under the relevant Confirmation Letter are paid.
10.3. Without prejudice to any other right or remedy available to us, if you fail to pay the full amount owing to us under this Agreement when due or if, before title or property in the Products passes to you, you become insolvent, make a decision to wind-up your company or appoint an administrator, liquidator or provisional liquidator, receiver or manager, or if you are unable to pay your debts as they become due, we will be immediately entitled to recover possession of the Products, wherever they may be (this includes, on reasonable notice, the right to enter into your premises or any other premises on which the Products are held to search for and remove the Products).
10.4. You must notify us promptly if any of the events referred to in clause 10.3 occur, and assist and indemnify us in relation to our recovery of Products where title remains with us.
10.5. If you are entitled to return the Products to us after title or ownership has passed to you, then all title and ownership in them will revert to us upon our agreement that you may return them to us. All risk in the Products will reside with you until the Products are delivered to us, and you will continue to insure them until that time.
10.6. You acknowledge that we may have registrable security interests in Products under the Personal Property Securities Act 2009 (Cth) in Australia and/or under the Personal Property Securities Act 1999 (NZ) in New Zealand (together, “the Acts”). Without prejudice to any other rights or remedies arising out of any breach of this Agreement by you, if we register a security interest under one or both of the Acts, we may exercise any or all remedies afforded to us as a secured party under the Acts. To the extent permissible by law (including under the Acts), you agree that: you will not rely on, you waive and you contract out of, any rights you may have under the Acts in relation to our enforcement of any security interest in the Product; and you will not seek to enforce (and we are not obliged to abide by), any obligations the Acts may impose on us in relation to any registrable security interest.
11. Limitation of liability
11.1. To the maximum extent permitted by law and notwithstanding anything else in these Terms, any and all implied terms, conditions, warranties, statements, assurances and representations are excluded from this Agreement. However, if any of the exclusions or limitations set out in this clause 11 are declared illegal or void or if there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by these Terms, then, to the extent permitted by law, our entire liability and your exclusive remedy is limited to, at our discretion, the replacement of the Products or the supply of equivalent Products.
11.2. In no event will we (including our agents, employees or contractors) be liable for any indirect, incidental, special, exemplary, or consequential damages whatsoever, whether arising in contract or tort (including negligence) or otherwise arising from the provision of the Products and/or any Project under this Agreement.
11.3. To the maximum extent permitted by law, our maximum cumulative liability under these Terms shall not exceed an amount greater than the amount payable under the relevant Confirmation Letter and/or tax invoice.
12. Events outside our control
12.1. To the maximum extent permitted by law, we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations caused by any act or event beyond our reasonable control (including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war – whether declared or not – or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport).
12.2. If an event covered by clause 12.1 takes place that affects the performance of our obligations to you: we will contact you as soon as reasonably possible; our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the event; and (where the event affects our delivery of Products to you) we will take all reasonable steps to arrange for delivery after the event.
12.3. We use reasonable endeavours to ensure that the Site and any transactions conducted on it are secure. However, you acknowledge that the security of any information and/or payments transmitted via the internet can never be entirely secure or error free, and that (to the maximum extent permitted by law) we will not be liable for any damage suffered due to failure, delay, interception or manipulation of electronic communications by any third party on any computer program (including any computer virus).
13. Other important terms
13.1. These Terms, together with any Confirmation Letter and Attachments, constitute the entire agreement (“the Agreement”) between you and us. If there is any conflict between these Terms and any Confirmation Letter and/or Attachments, the order in which terms or conditions prevail will be, first, what is in the Attachment, then what is in the Confirmation Letter and then what is in these Terms.
13.2. We may transfer our rights and obligations under this Agreement, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or obligations under the Agreement to someone else if we agree in writing.
13.3. Each clause of these Terms operates separately. If any are found to be unlawful or unenforceable, those paragraphs will be severed and the remaining clauses will remain in full force and effect.
13.4. If we fail to insist that you perform any of obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that does not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we automatically waive any later default by you.
13.5. The law of Queensland governs the construction, validity and performance of this Agreement and the parties unconditionally submit to the jurisdiction of the courts of that state.
13.6. We may change or terminate the application of these Terms. The Terms that will apply to any contract with you will be those Terms that apply at the date of any Confirmation Letter.
13.7. If any provision of this Agreement is held invalid or unenforceable in any jurisdiction, it is automatically severed from this Agreement in that jurisdiction but without affecting the remaining provisions of this Agreement or the validity of the severed provisions in any other jurisdictions.