Terms and Conditions
- The person or business who accepts a quotation of the Manufacturer for the Goods or whose order for the Goods is accepted by the Manufacturer.
- End User
- The person or business who is using the products, whether purchased from the Manufacturer directly or from a B2B Reseller.
- B2B Reseller
- The business which has purchased the products from the Manufacturer, and then sold the products on to a “End User”.
- The goods (including any installment of the goods or any parts for them) which the Manufacturer is to supply in accordance with these Conditions.
- Lazer Lamps Pty Ltd (registered in Australia under ABN 30640388352) or the manufacturer's regional distributor of the Goods.
- The standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Purchaser and the Manufacturer.
- The contract for the purchase and sale of the Goods.
- Includes electronic data transfer (including but not limited to e-mail), cable, facsimile transmission and comparable means of communication.
- Published Data
- Data in relation to the Goods published in any form including on the Internet or Intranet.
- Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
QUOTATIONS, ORDERS, AND ACCEPTANCE
- The Manufacturer shall sell and the Purchaser shall purchase the Goods in accordance with any quotation of the Manufacturer which is accepted by the Purchaser, or any order of the Purchaser which is accepted by the Manufacturer, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Purchaser.
- These Conditions together with the signed sales agreement between Purchaser and Manufacturer, the price, quantity and delivery details stated in the Manufacturer's invoice and/or acknowledgement constitute the entire agreement between the Manufacturer and the Purchaser.
- These Conditions may not be varied unless so agreed in Writing by a duly authorised employee of the Purchaser and the Manufacturer.
- Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Manufacturer shall be subject to correction without any liability on the part of the Manufacturer.
- All specifications drawings and particulars of weights, dimensions, capacity or other details provided by the Manufacturer are intended to give a general idea of the Goods but will not form part of the Contract unless otherwise agreed in Writing.
- The Purchaser shall be responsible to the Manufacturer for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Purchaser, and for giving the Manufacturer any necessary information relating to the Goods within a sufficient time to enable the Manufacturer to perform the Contract in accordance with its terms.
PRICE, EXCLUSIONS, AND ADJUSTMENTS
- The price of the Goods is exclusive of cost of packing, delivery, and tax, but inclusive of the Manufacturer's charges for supplying certificates of conformity. Packaging and delivery will be charged in accordance with the Manufacturer's standard rates at the date of supply. Tax will be charged on the total invoice value including without limitation charges for packing and delivery at the rate(s) applicable on the date of supply.
- Unless time is agreed to be of the essence by a Director of the Manufacturer and the Purchaser in Writing any time or date given by the Manufacturer for delivery is given, and is intended, as an estimate only and the Manufacturer shall not be liable for failure to deliver within the time quoted.
- The Goods may be delivered in advance of the estimated delivery date and the Manufacturer shall be entitled to make partial deliveries or deliveries by instalments and these Conditions shall apply to each such instalment or partial delivery. Each instalment shall constitute a separate contract and the failure by the Manufacturer to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Purchaser in respect of any one or more instalments shall not entitle the Purchaser to treat the Contract as a whole as repudiated.
- In the event of the Purchaser failing to take delivery of the Goods or failing to give the Manufacturer adequate delivery instructions at the time stated for delivery, the Manufacturer may arrange for storage of the Goods so delivered at the risk and cost of the Purchaser (such cost to include the cost of insurance) or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Purchaser for the excess over the price under the Contract or charge the Purchaser for any shortfall below the price under the Contract.
- Risk of damage to or loss of the Goods shall pass to the Purchaser in the case of Goods having been delivered to the Purchasers premises or to a courier arranged by the Purchaser.
- No claim for damage in transit, shortage of delivery or loss of the Goods will be entertained unless the Purchaser shall have given to the Manufacturer written notice of such damage, shortage or loss with reasonable particulars thereof within seven days of receipt of the Goods or in the case of total loss within seven days of receipt of the invoice or other notification of despatch. The Manufacturer’s liability, if any, shall be limited to replacing or repairing such Goods or refunding the price and it shall be a condition precedent to any such liability that the Purchaser shall if so requested have returned the damaged Goods to the Manufacturer within seven days of request.
- Liability for payment shall arise either at the time of placing the order, or on delivery of the Goods to the Purchaser depending on the specific terms written on the invoice or pro-forma invoice. If the Purchaser fails to pay the price on the due date then all outstanding invoices rendered by the Manufacturer to the Purchaser under any contract shall become immediately payable.
- The Manufacturer shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Purchaser. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
- The Manufacturer may in its unfettered judgement withdraw the credit terms described in sub-clause (a) hereof and/or any other credit terms that may have been agreed in Writing between the Manufacturer and the Purchaser and substitute with either pro-forma payment terms.
- If the Purchaser fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Manufacturer, the Manufacturer shall be entitled to: (i) cancel the Contract or suspend any further deliveries to the Purchaser; (ii) appropriate any payment made by the Purchaser to such of the Goods (or the goods supplied under any other contract between the Purchaser and the Manufacturer or any Group Company) as the Manufacturer may think fit (notwithstanding any purported appropriation by the Purchaser); and (iii) charge the Purchaser interest (both before and after any judgment) and late penalty charges on the amount unpaid, at the rate prescribed in the “Late Payment of Commercial Debts Act 1998”, with is 8.5% per annum, until payment in full is made. (iv) pass on all costs and charges to the Purchaser for the use of debt recovery third parties and agencies.
TRANSFER OF PROPERTY
- Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Purchaser until the Manufacturer has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Manufacturer to the Purchaser for which payment is then due.
- Until such time as the property in the Goods passes to the Purchaser, the Purchaser shall hold the Goods as the Manufacturer’s fiduciary agent and bailee but shall be entitled to resell or use the Goods in the ordinary course of its business.
- Until such time as the property in the Goods passes to the Purchaser (and provided the Goods are still in existence and have not been resold), the Manufacturer shall be entitled at any time to require the Purchaser to deliver up the Goods to the Manufacturer and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the Goods are stored and repossess the Goods.
- During such time as the property in the Goods remains in the Manufacturer, the Purchaser shall store or otherwise keep the same in such a way as to clearly indicate at all times that the said property remains in the Manufacturer and shall not remove, obscure or delete any labels or marks placed on the Goods which may enable the Goods to be identified as the Manufacturer’s and shall grant the Manufacturer access to any of its premises for the purpose of inspecting the Goods.
- The Manufacturer warrants that it’s products will be free from any defect in material or workmanship for a period of: (i) Five years after the date of delivery to the end user (“the warranty period”) for Driving Lights. (ii) Five years after the date of delivery to the end user (“the warranty period”) for Utility Lights where the end fitment is an automotive application, and two years where the end fitment is for specialist vehicle fitment (Mining, Forestry, Construction).
- The Manufacturer’s liability for breach of warranty shall be limited solely to replacing or repairing, without charge, the defective Products or part thereof, or at the Manufacturer’s option refunding the price of the Products provided that all of the following conditions have been met: i. The End User shall have notified the Manufacturer or the B2B Reseller of the defect(s) in writing within the warrant period. ii. A copy of the purchase receipt to the end user must be provided, as this represents the commencement date of the warranty period. iii. If requested by the Manufacturer, the End User shall have returned such defective goods or part thereof, to their place of purchase (i.e. to the B2B Reseller). The Manufacturer shall not be liable for the cost of shipping the defective item to the B2B Reseller, however, the cost of returning from the B2B reseller to the Manufacturers chosen location will be born by the Manufacturer, when a pre-agreement on freight service has been agreed. iV. Such defect shall have been proved by the End User to be attributable to the Manufacturer
- The warranty hereby given does not include appearance of blemishes, corrosion, colour fading/changes within the warranty period.
- The End User accepts that mounting extra lamps or other accessories to the vehicle may impact performance and reliability of the vehicle and it’s component parts, including but not limited to; (i) wind noise, (ii) engine efficiency and cooling, (iii) robustness and strength of the surrounding or connected parts (i.e. grilles), (iv) electrical systems. The End User hereby indemnifies Lazer from liability for any and all direct loss, damage or degradation in performance of the vehicle, resulting from the fitment of Lazer products.
- The Products warranty may be invalidated if the End User has incorrectly fitted replacement parts, or tried to repair the products without prior discussion and agreement from Lazer, which may have led to deterioration of the internal lamp components (i.e. through non-sealing or sealing using a non-compatible adhesive). The Manufacturer will have responsibility for judging whether replacement parts have been fitted correctly or otherwise.
- Fitting service: Where a product is fitted using the Lazer in-house fitting service, the fitment of the products is guaranteed to be free from defects. In case of issues that arise as a result of defective products or poor workmanship, we will undertake to (i) Fix the defect (the vehicle must be brought back to Lazer HQ at the expense of the End User), (ii) Refund the cost of the fitting service. The End User accepts that the process of fitting may involve drilling/cutting of the vehicle, and Lazer accepts no liability for returning the vehicle back to original specification, should the products be returned to Lazer using the 30 day money back guarantee service, or for any other reason.
- Fitting service: Where a product is fitted using a third party “Lazer approved” fitting service, Lazer accepts no liability for the workmanship or of the quality of the service provided.
- Save as aforesaid all other conditions, guarantees, or warranties whether express or implied by statute, common law or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the Products are hereby excluded. The Manufacturer’s liability for any and all direct loss or damage resulting to the End User from defects in the Products or any other cause shall be limited to the purchase price of the Products in respect of or in relation to which such loss or damage is claimed. Subject as aforesaid the Company shall be under no liability in contract or in tort for any loss or damage or personal injury arising directly or indirectly out of the supply or use of the Products or containers other than death or personal injury resulting from the negligence of the Manufacturer.
- Without prejudice to the preceding provisions of this clause, the End User hereby agrees to indemnify the Manufacturer against any liability which the Manufacturer may incur (whether such liability arises by way of judgement or bona fide settlement of any claim) under Parts 1 and 2 of the Consumer Protection Act 1987 whether by way of civil or criminal proceedings in respect of the contract.
LIFETIME LENS GUARANTEE
- Lazer Lamps’ offers a lifetime lens guarantee on all Driving Lights (Utility Lights are excluded), and the products must have been used in the manner for which they were intended. The guarantee covers replacement of any lenses which have become cracked as a result of stone impact, however, the guarantee doesn’t cover replacement of lenses where the surface of the lens has become mottled, faded or stone chipped. In applying for the lens guarantee, it is the purchaser’s responsibility to provide proof of purchase to Lazer Lamps prior to sending products, and the Purchase must have been from a Lazer approved B2B Reseller. Additionally the purchaser is liable for all associated costs in sending/receiving product to Lazer Lamps, including any associated import/export duties/taxes. If a lamp has become damaged internally due to water ingress arising from a cracked lens, the lens can still be replaced, however, it is recommended to seek advice from Lazer in advance of shipping the product to determine if the repair will result in a functional product.
- The Manufacturer shall not be under any liability of whatsoever kind for failure to perform or delay in performance in whole or in part of its obligations under the Contract due to causes beyond the control of either of the Manufacturer or of the Manufacturer's suppliers, including, but not limited to, acts of God, acts of the Purchaser or a third party, war, sabotage, insurrection, government regulations, embargo’s, strikes, labour disputes, illness, flood, fire or tempest causing delay in delivery to the Manufacturer or the Manufacturer’s suppliers or shortage of any goods or materials. In any such event the Manufacturer may, without liability, cancel or vary the terms of the Contract including, but not limited to, extending the time for performing the Contract for a period of time at least equal to the time lost by reason of such event.
- Retail End Users may cancel their orders at any time and without charge. They may also return the Goods for a full refund within 30 days, providing that the products have not been used or fitted to a vehicle.
- For B2B Resellers, if the Manufacturer agrees to accept cancellation of an order or part thereof, the Manufacturer reserves the right to charge the Purchaser a cancellation fee of 10% of the total order price.
- If the B2B Reseller wishes to return products to the Manufacturer, the B2B Reseller will be liable for a 10% re-stocking fee (10% of products RRP), plus transportation costs.
- The sale of the Goods by the Manufacturer and the publication of any information or technical data relating thereto does not imply freedom from patent, copyright, registered design or other industrial or intellectual property rights in respect of any particular application of the Goods.
BREACH & FINANCIAL CONDITIONS & TERMINATION
- If any of the Purchaser’s obligations to the Manufacturer are not fulfilled or if the Purchaser’s financial condition at any time does not, in the Manufacturer's unfettered judgement, justify continuance of the Contract on the terms of payment specified, the Manufacturer may, without prejudice to any other rights it may have, cancel any outstanding order or suspend any deliveries or manufacture of any of the Goods unless the Purchaser makes such payment for the Goods ordered as the Manufacturer may require.
- If the Purchaser commits any breach of the terms and conditions of the Contract or suffers distress or execution or becomes insolvent or commits an act of bankruptcy or has a receiver or an administrative receiver or an administrator appointed to the whole or any part of its assets or if an order shall be made or a resolution passed for winding up the Purchaser unless such order or resolution is part of a scheme of reconstruction of the Purchaser or is unable to pay it’s debts as they fall due or an encumbrancer takes possession of any of the property or assets of the Purchaser, the Manufacturer may without prejudice to any rights which may have been accrued or which may accrue to it under these Conditions or otherwise, terminate the Contract summarily by notice in Writing.
- Where the Goods are supplied for export outside of Australia and/or New Zealand, the provisions of this clause 12 shall (subject to any special terms agreed in Writing) apply notwithstanding any other provision of these Conditions.
- The Purchaser shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
- Incoterms shall not be incorporated into the Contract.
- The Purchaser undertakes not to offer the Goods for resale in to the United States of America or any other country notified by the Manufacturer to the Purchaser at or before the time the Purchaser’s order is placed, or to sell the Goods to any person if the Purchaser knows or has reason to believe that that person intends to resell the Goods in any such country.
- The Manufacturer hereby excludes liability in respect of any claim that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person. In the event that any such claim is made the Purchaser shall: (i) promptly notify the Manufacturer of the allegation. (ii) allow the Manufacturer to dispute or defend the allegation and any legal proceedings relating to it in such manner as the Manufacturer thinks fit and to have sole control, at it’s expense of any litigation and/or negotiations relating thereto. (iii) not, without the Manufacturer’s consent in Writing, make any admission of liability.
- The Purchaser shall comply with the export control regulations of Australia/New Zealand and shall indemnify the Manufacturer and any Group Company against all loss, damages, costs and expenses awarded against or incurred by the Manufacturer or any Group Company as a result of the breach of the said regulations.
INTELLECTUAL PROPERTY RIGHTS
- Without prejudice to clause 12 if any claim is made against the Purchaser, in respect of the Goods supplied in Australia/New Zealand that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Purchaser, the Manufacturer shall indemnify the Purchaser against all loss, damages, costs and expenses awarded against or incurred by the Purchaser in connection with the claim, or paid or agreed to be paid by the Purchaser in settlement of the claim, provided that: (i) the Manufacturer is given full control of any proceedings or negotiations in connection with any such claim; (ii) the Purchaser shall give the Manufacturer all reasonable assistance for the purposes of any such proceedings or negotiations; (iii) except pursuant to a final award, the Purchaser shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Manufacturer (which shall not be unreasonably withheld);
- The Purchaser shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Purchaser may have in relation to such infringement, and this indemnity shall not apply to the extent that the Purchaser recovers any sums under any such policy or cover (which the Purchaser shall use its best endeavours to do);
- The Manufacturer shall be entitled to the benefit of, and the Purchaser shall accordingly account to the Manufacturer for, all damages and costs (if any) awarded in favour of the Purchaser which are payable by, or agreed with the consent of the Purchaser (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
- Without prejudice to any duty of the Purchaser at common law, the Manufacturer shall be entitled to require the Purchaser to take such steps as the Manufacturer may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Manufacturer is liable to indemnify the Purchaser under this clause.
- These Conditions expressly set out the Manufacturer’s entire liability in respect of the Goods and any representation made in Writing in relation to the Goods or Fitting Services. The Manufacturer’s liability under these Conditions shall be in lieu of and to the exclusion of all other warranties, conditions, terms and liabilities express or implied statutory or otherwise save for death or personal injury caused by the Manufacturer’s negligence and the Manufacturer’s liability, if any, under Section 2 of the Consumer Protection Act 1987. Save as expressly provided in these Conditions the Manufacturer shall not be under any liability whether in contract, tort (including negligence) misrepresentation or otherwise, in respect of defects in the Goods, failure to correspond to specification, or sample, advice or for any damage or loss resulting from such defects, failure or advice.
- In no event shall any breach of contract on the part of the Manufacturer or misrepresentation or tort (including negligence) or failure of any kind on the part of the Manufacturer or that of its employees, agents or sub-contractors give rise to any liability for loss of revenue or any consequential loss, economic loss of other loss of turnover, profits, business or goodwill.
- Failure by the Manufacturer to enforce at any time or for any period any one or more of the Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all of the Conditions.
- The Manufacturers quotations and the Contract between the Manufacturer and the Purchaser shall be governed by Australian law and the Purchaser hereby irrevocably submits to the jurisdiction of the Australian courts.
SEVERANCE AND HEADINGS
- Where any Condition is held to be wholly or partially invalid or unenforceable, then such Condition (or the invalid or unenforceable part thereof) shall be treated as severable and the remaining Conditions and the remaining part of that Condition (if any) shall be unaffected by such invalidity or un-enforceability. Headings are for convenience only and shall not affect the construction of the Conditions.